Ultimate Spider-Man: Gwen 10 Chronicles
by Aaron2014
Summary: The Ultimate Spiderverse is about to change when an alien device lands on the wrist of a teenage girl, which gives her superpowers. Watch as Gwendolyn Stacy, along with Spider-Man and other heroes, fight evil of Earth and Space! AU of Ultimate Spider-Man PeterxGwen, other pairings in progress Rated Teen for language Cover temp until poster is made
1. Rise of Gwen 10

**Author Note: Hey guys! Aaron2014 here! I know this ain't an update of my other story but don't worry that one isn't dead. But hey I can supply you with another great story in the making! Anyways, enjoy this chapter!**

* * *

 **Ultimate Spider-Man: Gwen 10 Chronicles**

 **Written by Aaron2014**

 **Ultimate Spider-Man © Marvel/Disney**

 **Ben 10 © Cartoon Network/Man of Action**

 **Chapter 1: Rise of Gwen 10**

25,000 Light Years from Earth…

Deep in the far reaches of space. Near one of the edges of the Milky Way galaxy in an unknown charted vector of space, a bright bluish white nebula containing hundreds of shiny newborn stars illuminating in all of its glory. The light created by the stars glistened off the nebula gases creating a heavenly appearance. It all seemed relaxing and beautiful to look at. However, the peacefulness of the scenery was ruined when a gold colored spacecraft blasted by.

Its engines were at full speed nearly at 99% the speed of light. A trail of after burn was left behind as it zoomed through the nebula. The ship was similar in design to a space shuttle. However, it supported many wings around its body. There were booster engines on a few of the wings instead of just on the main body. Its appearance was bright gold with black highlights. On the sides of the craft was an insignia.

It was a red shape with six pointed sides similar to a star. This symbol is known as the symbol of the Nova Corps. Suddenly, a bombardment of blue energy blast shot out of nowhere towards the gold colored vessel. The ship took defense maneuvers and dodged each blast with ease. Inside the shuttle, were several Centurion-ranked members of the Nova Corps as well as a single Galvan from the planet Galvan Prime.

The Galvan are a race of bi-pedal, frog/amphibian looking beings. Even their eyes were similar to that of a frog. They stand at only six inches tall, but they are known for not their physical prowess but for their advanced intelligence. After all they are the smartest beings in the known universe. Galvans have created many highly advanced pieces of technology that have made their world a utopia of technology and peace.

Anyways, the beings in the shuttle are in a crisis situation. Massive arrays of energy based projectiles are being fired upon their ship by a large unknown vessel. The Nova Corp members were in panic mode while the Galvan sitting next to the captain was trying to be calm as possible.

"Captain Richard, the unknown hostile vessel is still chasing us." A female technician and co-pilot of the ship explained. She was swiftly typing on the small keyboard and monitoring the screens at a frantic pace.

The being she addressed was known as Richard Rider. He was known as one of the top operatives of the Nova Corps. Unlike most of his compatriots he was a human. He was a bipedal humanoid from the planet Earth, where he was known as "Nova the Human Rocket". Like the other members of the Corp, he wore a gold colored helmet made from Xandarian alloy where a red crest was situated above and between the eyes. His suit was a mixture of blue and golden yellow as three circles in the formation of a triangle were seen.

The Galvan next to him was probably one of the most important beings in the Milky Way. He was known as First Thinker Azmuth. He is known for being the smartest and highly advanced being on Galvan Prime and five other galaxies. He wore tight lime green space suit with a single bold black stripe going down his chest and back. His skin texture and color was wrinkly and grey to show his old age.

Richard stood up from his captain chair while the others below him went about their duties of getting the ship far away from the enemy spacecraft. He stared out the large window that overtook the bridge. Beautiful, swirling galaxies filled with colorful gases, planets, and stars lay beyond them in the far off distance. Richard rubbed his chin in deep thought. Thought by reflecting how he and his team had been put into this predicament.

His team was assigned in protecting Azmuth and his most prized and powerful creation that was resting in the cargo hold. It is the single greatest piece of technology ever devised in the entire universe. The device had a twofold purpose: it would promote interspecies understanding by allowing other beings to experience different ways of life, and it would also serve as a repository for the DNA of over a million different intelligent species, preserving them in the event that any of them should ever become extinct. It was dubbed the Omnitrix.

However, Azmuth also told that many evil and psychotic aliens wanted to use the Galvan's invention for malicious purposes. Some had even broken through Galvan Prime defenses and attempted to steal the Omnitrix by force. He immediately went to the Nova Corps for assistance to take him and the Omnitrix away where others wouldn't find him or his greatest creation. His thinking however allowed him to forget to answer his co-pilot which Azmuth voiced in his stead.

"Just keep outmaneuvering their energy blasts and get us as far away from them as possible." The Galvan replied in a grouchy tone.

"Hey!" Richard spoke up. "Who's the one in command here?"

"Apparently not you considering the situation at hand," Azmuth replied back in the same grouchy tone. "Maybe I should have asked the Guardians of the Galaxy for assistance in this matter."

Just as Azmuth finished his comment the ship shook violently as a stray energy blast hit the engines. The bridge filled with red flashing lights as loud alarms went off. It was pure pandemonium at the moment. Azmuth fell to the floor hard as two of the Nova Corps members were thrown onto the controls. Azmuth's tiny heart was pumping at incredible speeds and his mouth was wide open in terror. Richard walked up to the six-inch tall alien and helped him up before looking to his pilots. They slowly rubbed their heads in pain while getting back into their seats.

"Damage report!" Richard complied.

"Our main engines have been destroyed. The only thing keeping us going is our boosters." The co-pilot replied.

"The boosters don't have enough thrust to keep us away from the enemy craft." The head pilot stated.

Azmuth looked down at the tiled floors in grief. His most precious creation will soon fall into the hands of some unknown hostile beings. The universe is no doubt doomed. All of a sudden, the emerald suited Galvan brought his head back up in determination. His facial expression would show anyone that he had the will to win and would not stop until he did. He walked up the Nova Corp pilots looking at them and the computer systems.

"What is the hostile's ETA?" Azmuth demanded.

After some frantic typing the Nova Corp co-pilot replied, "At least two minutes, First Thinker Azmuth."

"Then there is still time."

Richard raised a brow in confusion. "Time for what exactly?"

"Richard, listen to me. I need you and your team to keep the enemy occupied while I take care of something." Azmuth said as he walked towards the door that would lead to the cargo bay.

"What are you going to do?" The captain asked again. Azmuth turned to the Nova Corp captain with a knowing look.

"I'm going to unload some cargo," He said simply before sprinting to the cargo bay.

First Thinker Azmuth quickly sprinted into the cargo bay. It was a vast empty space with only a few small metal crates. The emerald suited Galvan pulled the top off a crate and threw it aside. The greatest mastermind of the universe slowly pulled out a metal sphere. Using his amphibian hands he pulled it out of the crate and laid it on the floor in front of him. Without wasting another second, he pressed a button on the side of the spherical shaped probe.

The top of the metal folded back until it was a half sphere. A bright green light illuminated out of the probe. Azmuth looked inside to see the Omnitrix itself in all its glory. It had the appearance of a slick and slim wrist watch device. Its band white in the middle, green on the side and separated by two black lines. It had a black faceplate with two green stripes forming an outline for the hourglass of the intergalactic symbol of peace.

Azmuth picked up the watch-like device in his hands and touched the faceplate, which caused it to slide up revealing its core. He inputted a few commands before saying,

"Omnitrix, if you are to be found only work for a being that is worthy enough to operate you, a being that will use you as a tool for good."

The watch made a bleeping sound as the green light illuminated as bright as a sun. After a short moment, the emerald light died down while the faceplate slid back in place and turned blank. Azmuth quickly placed the Omnitrix back in the probe and pressed a button, causing the cover to seal back in place. The green suited alien picked up the sphere and sprinted towards an air lock. He placed the chrome sphere in a tube and closed the air tight door.

The Galvan stood back as the ship extended a tube from the hull. In a matter of seconds, the probe was launched out into space. It shot out at incredible speeds with a white light in its wake. The sphere containing its precious cargo disappeared into the distance. Its destination unknown as it hurled towards the inward wake of the Milky Way.

Just as soon as Azmuth sent out the probe, an explosion erupted from the door leading out of the bay area. He looked behind him quickly enough to see the cause of the explosion. From the smoke, Richard falls to the floor all battered and bruised but alive. Behind him, however, was another being.

The being was humanoid, hulking muscle mass with grey skin. He wore a black, overall-like outfit with a red trim. On his head was long, white hair, and a scar on his left eye. His eyes were black with red pupils, and he has two slits for a nose. In addition, he also has a black trim around his face. In his hands was an axe with a red energy blade while standing on what appeared to be a black hover glider. This was Sunder the Retriever, a bounty hunter known for hunting down and retrieving rare artifacts or individuals.

"Sunder the Retriever," Azmuth growled with distain.

"Azmuth," Sunder replied with a grin. "You're quite a tricky prey, aren't you?"

"Smartest being in five galaxies," Azmuth quipped before continuing. "What do you want?"

"Someone is paying me a hefty price to capture you. So I'm just doing my job."

This confused Azmuth. Wasn't this bounty hunter here to retrieve his Omnitrix?

"Why does someone want me? Wouldn't they rather pay you to retrieve my Omnitrix?"

Sunder hefted the axe onto his shoulder before saying, "I thought of that as well but didn't question it. If it's any conciliation I'd take you to my employer while I just collect the Omnitrix in good measure."

Azmuth smirked. "Well too bad for you. I already sent away the Omnitrix. You won't be able to get your hands on it."

Sunder growled before commanding his glider to speed towards Azmuth. The Galvan could barely react before he was caught in the grip of the bounty hunter. He struggled in his hands looking up at the grinning alien.

"No matter," Sunder said. "I'm sure Thanos was right to pay me to retrieve you."

This caused Azmuth to freeze with fear. Out of all the beings in the galaxy why did it have to be him?

"No," he fearfully whispered before speaking up. "You don't mean Thanos of Titan!?"

"Yep! He's got big plans for you, little Galvan."

"Hey!" a voice called out groggily causing Sunder and Azmuth to look in one direction.

There they saw Richard getting up but not without a struggle. The Nova Corps Centurion gave a glare at the bounty hunter as Nova Force energy surrounded him.

"You are not taking Azmuth. Not while I'm still breathing!"

Sunder grinned before placing Azmuth in a large containment capsule, strapping it to his side before pulling out his energy axe. "That problem can be solved easily."

Without a second thought Sunder sent out a blade of energy from his axe at Richard, who countered with an energy blast. The result caused an explosion causing Richard to shield his eyes. Before he could react, Sunder zoomed out of the smoke on his glider and smashed into the man. They zoomed towards the bridge where Sunder halted his glider, causing the Nova Corps member to crash into one of the monitors. He was shocked by the electricity in the computers causing him to slump a bit.

Sunder smiled in satisfaction as Azmuth looked in horror. Richard Rider was defeated by Sunder. The bounty hunter may have been a push over in the past but this shocked the Galvan to a great deal.

"Now that's taken care of," Sunder said to himself before pulling out a communicator. "Sunder to Dreadnaught. I've acquired the prize, teleport me in. Once there blow this ship to oblivion."

"No!" Azmuth shouted before him and Sunder teleported out.

Soon after, the ship known as the Dreadnaught focused fire on the Nova Corps vessel. Countless energy projectiles blasted the ship until the very vessel exploded from the onslaught. The ship and its crew were no more.

Several light years away, the pod containing the Omnitrix was speeding through the Milky Way. Its onboard computer then detected a nearby planet suitable to finding an individual to fulfill its creator's wish. The computer scanned the destination it was heading for. A level-two world, known throughout the galaxy called Earth.

* * *

Location: New York City, Earth

 **BEEP! BEEP! BEEP! BEEP!**

The sound a teenage girl groaning was heard as she slammed her hand on her alarm clock. Once that task was complete, she rose from her bed with a stretch and a yawn. The girl in question was Caucasian with shoulder-length, blonde hair and her eyes were blue as sapphires. There she proceeded to her vanity mirror where she opened a draw taking what appeared to be a black hair band out and placing it on her head before brushing her hair just right.

After that she proceeded to her closet and pulled out her daily clothing for today. Stripping off her pink night gown and putting on grey pants, purple striped shirt and a white, long-sleeved vest shirt.

 _ **(Hmm? Oh! Hi there! I didn't know you guys were standing there. My name's Gwendolyn Stacy, but you can call me Gwen. As you can see I'm getting ready for school at the moment. While most kids don't particularly enjoy it, I try to excel at it. Helps when you're an A Honor Roll student like me working hard.)**_

"Gwen!" a feminine voice called from below. "Breakfast is ready! Come get it before it gets cold."

"On my way!" Gwen said before grabbing her backpack and making her way downstairs.

As she reached the bottom of the stairs, she saw two people in the kitchen. One was a man with grey-colored hair and trimmed beard. His eyes were the same color as Gwen's and he was wearing a white collared, long sleeved shirt and a red tie. The woman had the same colored hair as Gwen as well as the color of her eyes. She wore an ivory colored V-neck shirt as well as blue jeans.

 _ **(If you guys are wondering, these are my parents. The one on the left is my dad, George Stacy. He's the captain of the New York City Police Department. He's practically the best man on the force. The one on the left is my mother, Helen Stacy. She's a stay-at-home wife. Even though it's not that common these days, she doesn't care.)**_

"Morning, mom and dad!" Gwen said with enthusiasm before sitting down at the table.

George smiled as he lowered the paper down a bit, looking at his daughter. "Morning, pumpkin! Sleep well?"

"Yeah," Gwen said before her mother set down her breakfast and began eating.

"Anything happening at school today?" Helen asked as she was by the sink cleaning the dishes.

Gwen swallowed her food before answering, "Well there is a biology test today. Considering that's my best subject I know I'll ace it."

"Don't get cocky, pumpkin," George said. "I have a few rookies with that mentality and that mostly gets them in trouble. As I always say—"

"Think with your brain and not your gut," Gwen finished with an all knowing tone. "I know, dad you always remind me that and I always follow that lesson."

A honking sound was heard causing the Stacy family to look up. Outside they could see the bus ready to pick up Gwen. She immediately got up from her seat, placing her plate in the sink and grabbed both her bag and lunch bag. She then kissed her mother and father on the cheek before running out and waving to them.

"Bye mom! Bye dad!" she called out before entering the bus. Her folks waved back as they watched the bus head for their daughter's school.

The bus arrived at the school on time as usual. The school itself was fairly large, practically a three story building. On the grounds students were seen either getting to their classes or hanging out a bit before they started.

Gwen exited the bus and made a beeline for the entrance. She entered the school where other students were enjoying themselves. She made it to her locker and began putting in the combination for the lock. Once done she opened her locker and got the books she needed for first period.

 _ **(Well everyone welcome to my school, Midtown High. Quite a place isn't it? This fine establishment is where I have to stay for the next two years. Then it's off to college, no biggie!)**_

"Hey, Gwen!" a feminine voice called out.

Gwen looked behind her and saw an Asian girl with black-purple hair in the style of a long ponytail with a pink bow. She wore purple glasses, a white short-sleeved dress shirt with a purple skirt. Around her neck was a bell necklace similar to that of a cats collar.

 _ **(That girl calling to me is Nancy Chan. She and I have been friends since the start of high school. Like me she's an A-student, but she gets picked on quite a bit. Luckily she's got me to back her up when she needs it. She's also studying to become an animal doctor, mainly with felines.)**_

"Hey, Nancy!" She replied back as the Asian girl walked next to her.

"So you ready for the test in Biology?" Nancy asked. "Cause I believe I too will make a purrfect score on it."

Gwen laughed a bit at her pun. "You and your cat puns. Speaking of cats, how's Mittens doing?"

"She's great," the Asian girl answered. "In fact she'll be having her first litter this week I believe." This made Gwen swoon at the news.

"You're so lucky!" Gwen said before continuing. "Too bad dad's not good with cat dander or I would accept one of those kittens on the way."

Nancy nods in understanding. "You can come over when they're born and can help take care of them."

Gwen smiled. "That'd be sw—"

Suddenly, Gwen accidentally bumped into another person causing her to fall back and drop her books.

"Oh gosh!" a male voice said with a worried tone. "I wasn't paying attention! Are you okay?"

"I'm fine," Gwen said. "I should be the one apologizing for not loo—"

Gwen froze when she saw the owner of the voice. He was a boy around her age but slightly taller than her. He had short brown hair and blue eyes similar to hers. He wore a light blue collared, long-sleeved shirt with a white shirt under it. He also wore blue jeans and sneakers. Gwen blushed as in her vision, cupid-versions of Gwen were seen floating all around the boy.

 _ **(You all are wondering why I'm having a Valentine-related fantasy about this boy, right? The boy in question is none other than my crush, Peter Parker. You all probably think that he and I are friends right? Well that's a big wrong. Heck I'd be friends with him in a heartbeat. The truth is he doesn't know I exist. If the term dense was in the dictionary, he'd be the illustration for it. However I can't blame him considering he has eyes for another girl.)**_

"Here let me help you with your books," a feminine voice said causing Gwen to look to her left.

There was a girl around her and Peter's age helping pick up the books Gwen dropped. She had long red hair with green eyes and red lipstick. She was several inches shorter than Peter. She wore a black leather jacket over a pink hoodie and a white t-shirt keeping them tucked into her medium blue colored jeans with which she wore a large brown belt.

 _ **(This was the girl I was talking about, Mary Jane Watson. She's the head of the Journalism Club here at Midtown High. Considering she wants to be a journalist for the Daily Bugle, which is owned by that jerk that criticizes Spider-Man, J. Jonah Jameson. She's also been Peter's friend since they were kids. The luxury I didn't have. I didn't meet him till I first moved to Queens during the beginning of High School. She's lucky.)**_

"Here are your books," Mary Jane said handing Gwen her first period textbooks. Gwen smiled and took the books.

"Thank you," she said with appreciation.

"Not a problem," the red-head replied before asking, "Hey you're Gwen Stacy, right? The police captain's daughter?"

Gwen nodded. "Yep! That's me alright. How did you know?"

"I'm not the head of the Journalism Club for nothing." She said before pulling out a snipping from a newspaper. "I follow the stories of all news articles in the Daily Bugle. Besides Spider-Man, your dad is also a popular subject."

Gwen takes a look at the snipping and sees the article. It said, "Captain Stacy puts another villain behind bars once again!" She couldn't help but smile at that.

 _ **(That's my dad, for you! Always trying to help the city, even though he plays a small part in it. Plus with Spider-Man or any other hero here in New York it helps make his job easier. Regular villains are a piece of cake but the super-powered ones my dad leaves to the heroes.)**_

"Anyways," Peter spoke up catching Gwen's attention. "We've got to get to our first period. It was nice meeting you, Gwen!"

Gwen smiled and waved in a daze. "Yeah, it was nice meeting you two!"

As soon as they walked off, Gwen didn't stop smiling. After all this time, this was the first time that Peter ever made conversation with her in high school. She was all giddy on the inside at the moment. She then turned to Nancy and tensed at her expression, which was a smug cat-like grin.

"What?" Gwen asked.

"You know what," Nancy replied. "After all this time you finally got to talk to him. He now knows who you are, so now it's only a matter of time before you and I become part of his group of friends."

Gwen sighed. "Nancy, let's face facts. I'm just a girl he just met. Besides, it's going to be a while before we're included into his group anyways. If it took him this long to start talking to me, the group joining might take longer."

Nancy shrugged. "Hey, anything can happen. You just need the purrfect moment."

This cause Gwen to laugh. "You and your cat puns."

* * *

The school day ended like any other. Gwen and Nancy decided to walk home for today. As they walked through the city they noticed a broadcast from the Daily Bugle featuring J. Jonah Jameson. Gwen and Nancy frowned a bit what the middle-aged man was broadcasting.

"As you can see here folks, Spider-Man was at it again as crooks at a jewelry store attempted to steal priceless jewelry from the establishment."

The picture on the screen changed as it showed Spider-Man fighting common thugs who were firing at the superhero with what appeared to be energy-based firearms. It showed the wall crawler firing webbing at the crooks tying up a few before the others fired. Jameson spoke up again, continuing his report.

"Before the web crawling menace arrived, police had the situation under control. However, a few officers were injured in the scuffle, one being none other than our city's best officer, Captain George Stacy."

This caused Gwen to tense with fear. Her father was hurt fighting criminals. This made her worried immensely. She turned to Nancy, who looked as worried as Gwen.

"Nancy, I need to get home." Gwen said. "You think you can get home by yourself?"

Nancy nodded. "I can take care of myself. Just get home."

Gwen nodded before making a run for it down the street. It took her almost an hour but she was able to get back to her house. She didn't waste a moment before rushing into her home. She entered the living room and saw her mother and father, the latter having bandages wrapped around his forehead.

"Dad!" Gwen nearly shouted as she rushed to him. George smiled as his daughter ran up to him and put a hand on his shoulder.

"Hey, pumpkin." George said. "Don't worry I'm not too banged up."

Gwen looked to her mother. "What exactly happened?"

"Well," Helen began. "Your father and his team tried to stop the crooks robbing the jewelry store. Unfortunately, the crooks had them outgunned. A few officers plus your father got hurt in the process. Luckily, Spider-Man was there to help out."

Gwen sighed in relief. She was more thankful that Spider-Man was there to save her father. She was glad Spider-Man was someone willing to put past his own securities for the sake of others. If she ever saw the web swinger she'd give him a kiss as thanks.

"So how bad is the damage?" Gwen asked.

"Nothing too severe," George replied. "Just a mild concussion, I'll be up and about in a week or two."

"Until then, you're staying at home and being pampered by yours truly." Helen commented while wrapping her arms gentle around her husband's neck.

Gwen shook her head in amusement before getting up. "Well since you two are busy, I'm heading up to my room to finish up my homework for today."

Her parents nodded before Gwen left the room and up to her room. Once there she sat down at her desk pulling out several textbooks from today's lessons. Right now she was focusing on trigonometry. Not a hard subject for her but still not as easy.

Night came quickly as time went by. During that time, Gwen had finished her homework and stretched as she sat up from the chair. She then proceeded to her window opening it and looking up at the night sky. She could see a few stars but thanks to the light pollution of New York that's all she could see. She didn't care though, she loved looking up at the night sky time to time. Without hesitation she crawled out the window and gripped onto the top of the roof, where she pulled herself up onto it. She then sat looking up at the night sky enjoying the view.

 _ **(So there you have it guys, the time and wonders of my normal life. Not exciting as the heroes you see on television right? Still though, I was thankful that Spidey was able to save my dad from those crooks. Though I kind of wish I was there to help out dad. Be a hero like him and Spider-Man. I just wish I can help people just like them.)**_

Suddenly, a loud thunder sound coming from the east caught her attention. She turned to the right to see something extraordinary. Narrowing her eyes, she saw what appeared to be a shooting star. The fireball soared through the sky at incredible speeds with a wake of white light and flames behind it. It was zooming out of the clouds and appeared it was going to crash and make contact somewhere in Queens, hopefully away from civilian populations. It was an amazing sight.

"Whoa," Gwen said. "A shooting star!"

The moment she said that, the burning object immediately made a right angle, which should have been impossible. The angle, however, was pointed into the direction of Gwen. Her eyes widened in horror as the falling projectile was encroaching faster towards her location traveling thousands of miles per hour.

 _ **(Okay that isn't normal or good!)**_

Gwen immediately ducked for cover. She knew this wouldn't work but now she was waiting for the inevitable. She waited for the explosion or shockwave the meteorite would cause but strangely never came. A soaring sound was heard as it passed overhead causing the blonde teen to look up from cover. There she saw the object soar over and crash land nearby, where a minor flash and sound of a large impact as well.

Gwen sighed with relief. She was glad she and her family weren't made into corpses by a space rock. The idea of that happening scared her, but she and her family were alive and well and that's all that matters. There was one mystery though that needed to be solved.

 _ **(Okay, guys lets recap. First, a meteorite falls from the sky. Second, it somehow was able to change its directional path immediately without any outside force aiding it. So that begs the question, what was it really? Cause that was no regular meteorite just now.)**_

Gwen looked in the distance where the supposed meteorite landed. She could see smoke in the distance signifying that is landed in one of the nearby parks. She knew what she had to do.

 _ **(I think it's time that we investigated this matter.)**_

Without wasting a moment, she rushed to her window. She then proceeded out the back door, quietly enough not to wake her parents. Once outside, she rushed into the direction where the object fell. Wasn't hard to track considering the smoke signal it left behind.

A few minutes later, Gwen arrived at what appeared to be a local dog park. It was quite large but not nearly the size of Central Park in the city. That wasn't the concern to Gwen at the moment, right now was the sight before her. Several meters away from her was the rim of a deep and considerably wide crater. Smoke and small flames arose from the ridges of the hole in the earth. Black clouds arose in the air and dissipated into the breeze. Something like this wouldn't take the local law enforcement to investigate.

She slowly walked up towards the crater and looked down. As the smoke began to clear, her blue eyes widened at the center. She gazed upon in wonder, excitement and curiosity at the object that lay in the center of the hole. It appeared to be a chrome colored sphere. Half of it was lodged into the ground while the other half was left in the open air.

"What is that?" She said out loud.

She carefully descended into the crater, letting her feet slide down the steep angle of the hole while her hands dug into the dirt to keep her steady. Through her hands she could feel the temperature, at the moment it was hot but not too hot. After a short moment, she finally arrived at the bottom of the deep crater. A little bit of smoke was still arising from the ground and the actual sphere itself.

Gwen knelt down before the metal ball in front of her, inquisitiveness overtook her senses. She was trying hard to figure out what this object could be. It appeared to be nothing more than a metal covered ball. It had no circuitry, wires, or any sign of technology on it. At first, she thought it could be something experimental that NASA made or some satellite falling from the sky. But it didn't appear to be anything like a space satellite or anything on Earth for that matter.

"This is so weird."

Gwen then saw something that caught her eye. On the right side of the sphere was a small grey button that blended in with the coloring of the probe. If the sphere had launched itself any deeper into the ground she wouldn't have seen it.

"Hmm…a button…I wonder." She extended her hand to press the button. At the same time, her heart was racing like crazy and sweat was falling from her forehead. She was a bit nervous about pushing the button because there's no telling what might occur. "Please…for the love of God, please don't explode…or have a facehugger, I'm not picky."

She closed her eyes and gritted her teeth hard before she finally pressed the grey button. She could hear gears unwinding and a strange electrical noise being made. When the sound stopped, she opened one eye to see that the top of the sphere had somehow folded in on itself. All of a sudden, she heard a bleeping noise as a bright green light illuminated from the sphere. She figured it was about to explode now but for some reason it didn't.

She then decided to stop cowering and look into the sphere. A bright emerald light continued to shine out of the probe. Being as curious and eager to know what's inside, she steadily walked towards the ball. She looked down to see a peculiar and unexpected surprise. The object inside, the source of the light was nothing more than a wristwatch.

"A watch? What the heck is a watch doing in outer space?" She complied to herself.

She studied the watch-like device for a few moments. Its band was slim and slick with white in the middle, green on the side and separated by two black lines. It had a black faceplate with two green stripes forming an outline of an hourglass and also the source of the green light. All in all to Gwen, it looked like a really classy cool watch even though it did fall from the sky.

However, it could be alien in origin considering it fell from outer space. Heck she heard a few news casts about the Avengers going up against extraterrestrials time-to-time. This could be important.

She extended her left hand into the sphere to pick up the watch. Suddenly, the light illuminating from the faceplate of the watch shined directly on her. Her left hand was still extended towards the watch while instinctively shielding her eyes with her right arm. She heard the watch make another strange beeping sound before something else happened.

Unexpectedly, the watch jumped at her like a flash of light. Its band opened as it clamped itself onto her left wrist. She was in full panic mode at the current moment. She watched as the band sealed itself closed and bonded itself to her wrist. Gwen instinctively tried to pull it off.

Her eyes were shut tight as her teeth gritted onto one another. She could feel the blood rushing to her face while veins in her arm poked out. All her arm strength was going into getting the watch off. Not that she had a lot of arm strength.

"WHY YOU! Get off…of…me!" She shouted.

She then suddenly lost her balance and fell to the ground landing on her bottom. She sighed as she looked at the watch that was now stuck to her. This thing was more stubborn than the jocks at her school.

"Great," she said as she got up from the ground and climbed out of the hole. As soon as it made it onto the street leading back to home she continued, "What do I do now? This stupid thing is stuck to my wrist."

"Wait!" She exclaimed as she had an idea. "Dad's got some tools I could use to help me get this thing off."

Without hesitation, Gwen then started making a run for it back home. All that mattered now was to get the watch off of her wrist. Though the questions still ran through her head, why did this thing attach to her wrist and why won't it come off? The questions were put on standstill as she saw the driveway of her house.

She ran up to the side door which led into the house's garage. There she picked up what appeared to be an ornamental rock with a false bottom. She pulled a key out from under it, unlocked the door and quietly entered the garage.

She closed the door behind her so that no one would see her work. She didn't waste time in finding her father's tool box. Gwen then undid the clamps on the lid and swiftly sorted through the mixture of tools. She pulled out a flathead screwdriver, a handled saw and a pair of pliers.

 _ **(To the children and teens watching this, don't try this at home.)**_

Gwen tried the handled saw first. She went back and forth across the back of the band as quickly as possible. She sawed faster and harder than any lumberjack could. However, her attempts again proved futile. The sharp edges of the saw didn't even make a scratch on the band. In fact, it surprisingly dulled the triangle, serrated edges clean off. This made Gwen's eyes widen a bit in shock.

 _ **(Hopefully dad doesn't find out about this.)**_

She then tried the flathead screwdriver. At first she thought she was making progress, however, that wasn't the case. She tried to wedge the screwdriver under the band but unfortunately she couldn't get it through. It was like the band was now part of her skin.

Gwen groaned as she sat down on the workbench stool placing her head on her forehead. This was some day, it started out perfect but now it ended in craziness.

"This is just great," She groaned. "This stupid watch is stuck to my wrist and I can't do a thing about it. I just wish I knew what it was."

" _ **Voice command recognition accepted**_ **,** " a sudden monotone, but familiar feminine voice spoke.

This caused Gwen to tense and look around erratically. She looked around for the owner of the voice but didn't see them. However, she did notice that the watch on her wrist was blinking along with a beeping sound, this cause the blonde teen to raise a brow in confusion.

"Did you…just talk…in my voice?" The girl asked in shock as it replied back in her voice.

" _ **Voice command recognition accepted**_ **,** " it repeated. " _ **Beginning playback message.**_ "

Suddenly, the faceplate of the watch began to glow and sent out a beam of light in front of her. Gwen watched in awe as the beam of light formed a hologram of a being unlike she's ever seen. The being in question was a bi-pedal, frog/amphibian looking being. Even his eyes were similar to that of a frog. He wore tight lime green space suit with a single bold black stripe going down his chest and back. His skin texture and color was wrinkly and grey to show his old age. It didn't take long for the being to speak.

" _If you are seeing this message, that means you've found my Omnitrix,_ " he said in a grouchy tone.

Gwen raised a brow. "Omnitrix?" she said in confusion. The being then continued to speak.

" _I am First Thinker Azmuth of the planet, Galvan Prime. I am known to be the greatest mind in three to five galaxies._ "

 _ **(Boastful, isn't he?)**_

" _In your possession,_ " he continued. " _Is my greatest achievement the galaxy has ever seen, a device that will bring intergalactic peace and understanding of all sentient life, the Omnitrix. This device will allow one to actually walk in the footsteps of another intelligent alien species. In simpler terms, it allows the user to become that species itself, allowing them not only the understanding of that form but also gaining the powers and abilities of that species._ "

This made Gwen's eyes widen and smile in amazement. A device that can allow one to turn into different kind of aliens, that made Gwen feel giddy on the inside. Her thoughts were interrupted when Azmuth continued.

" _Unfortunately, those of evil intent got wind of my greatest creation and tried to take it for themselves. I knew I couldn't let them get their hands on it or the universe would have been doomed. This is why I placed the Omnitrix into a pod, sending it out into space in hopes they would never take it. I don't have much time so I leave you with this important information about my creation. The Omnitrix is a tool for peace, not a tool for destruction or weapon for evil. If you have this belief then I kindly leave it in your care._

 _Also inside the Omnitrix is a specialized instruction manual for the basic functions of the device. All you have to do is give a voice command to allow access to the manual. It should be fairly easy. Good luck current barer of the Omnitrix, we shall meet in due time._ "

The message then cut off and the hologram disappeared as the light faded from the watch. Gwen looked down in wonder at the watch. To think that this little wrist watch was the most powerful device in the entire galaxy. If anyone with ill intent found out about it, she'd be hounded after until they gotten it.

 _ **(Wow! To think I've been placed with a major responsibility. Sure it was by random occurrence but I'm not complaining. Okay he said that I had to say a voice command to access the manual. Should be simple enough, right?)**_

"Alright…here we go," she said aloud to herself. "Omnitrix, voice command access instruction manual."

The faceplate of the watch blinked in a green light and gave a beep before saying, " _ **Voice command recognition accepted. Opening Omnitrix instruction manual.**_ "

Once said, the faceplate glowed again and a holo-screen appeared before her. She looked at it in amazement as she began reading the instructions. This sort of tech was similar if not more advanced than Stark Industries.

"Alright," she said to herself aloud before reading. "To use the basic function of the Omnitrix, press the faceplate to open the alien form selection. Choose the alien you wish to turn into and tap the faceplate again to expose the core. Once exposed, press the core down and the transformation will commence. Also while in any form, slam the dial where its exposed to either switch forms or revert back to original form. Seems simple enough."

 _ **(I know there was some other stuff to read but I want to try it out first. At least they'll be a good read for later.)**_

She turned off the instruction manual before making her way to the backyard. She may want to try out the Omnitrix, but she wasn't going to transform in her house, too much risk of her parents seeing her.

She exited out of the backdoor and went far enough into the yard away from the house. Once there, she then tapped her finger on the faceplate of the Omnitrix, causing it illuminate a bright green light. A couple of seconds later, a green hologram projection was emitting from the Omnitrix. It appeared to be a humanoid figure covered in fire and its skin looked like it was consisted with magma. Bewilderment piled in the teenage girl's mind by each passing second.

"Cool! I wonder what this one can do."

She then tapped the faceplate selecting the alien she wanted. Next the faceplate slid up and the core popped up exposing itself. Slowly she raised her free hand over the raised core. Her blue eyes were wide with curiosity and anticipation. When her hand first touched the core she immediately started pushing down. As soon as the core of the Omnitrix had been fully pushed back into place an incredible event took place. All of a sudden, a bright greenish-white light illuminated the backyard. She couldn't do anything but close her eyes from the high intensity of the light. That was the least of her concerns. Time began to slow down to nanoseconds as she felt a strong, powerful and tingly sensation spreading though every millimeter of her body.

She could feel an extremely hot sensation overflowing across her. She felt her skin being replaced with something like hot magma rocks. It didn't stop there. Her nerves picked up on some kind of blaze encasing her form. It felt like her blood had been replaced with molten lava. In reality a second passed by, but it felt like ten minutes to her. She could sense that the bright light died down.

" **Heatblast!** " She shouted out. A moment later, a look of confusion adorned her face. "Okay? Why did I just shout that out loud?"

She then immediately took notice that her voice had changed. It sounded deeper and had a hint of charm in it, similar to what she would sound like if she were older. She then looked down at her hands to an amazing sight. Her hands were on fire. Her skin was composed of brown and red rocks with lava appearing to be inside. Her insides felt extremely hot. Her feet had shifted into a slight oval like design with only two toes and one back toe. She then went to the garden pond to see her reflection. To her shock, Gwen's head and every part of her body were made up of fire. She looked like a magma-based monster that one would see in comic books. Except this one appeared feminine with a somewhat hourglass shape and two pieces of rocks appearing similar to a bust, and in the center of her chest appeared to be the dial of the Omnitrix with its green hourglass symbol.

"Whoa," she spoke aloud to herself. "I'm…hot, literally in that sense!"

 _ **(I know that was a bit corny, but give me some credit guys…)**_

She looked at her hand to where she concentrated a bit before a fireball formed in her four-fingered palm. "Now that is cool!"

Not wanting to burn anything, she immediately dismissed the fireball and look up a bit in the sky. An idea popped up in her head before looking at the ground. Without hesitation she pointed both palms at the ground below her. Her palms glowed bright with heat as the ground around her began to crack before lifting up with a billow of fire. In her amazement she was now lifting up high into the air thanks to her pyrokinesis mixed with what appeared to be mild terrakinesis.

"This is even cooler!" she exclaimed before she and her new platform took off into the air.

Gwen whooped and hollered in joy as she soared in the air on her fire board. She even did a few tricks she never thought she could do but in the end she was successful and having fun. As she soared in the air, she took in the beauty of not only her neighborhood, but the city itself. This made her feel at peace.

"Man this is something," she said aloud to herself. "This can't get any—"

Her moment was broken as the sound of a burglar alarm caught her ears. She looked down at the street seeing a nearby pawnshop being raided by thugs. Gwen then willed her board down on top of a building not too far from the pawnshop. There she saw that they were packing the same weapons she saw earlier on the news. In fact, she had a look and saw they were the same criminals that were caught.

"Those are the crooks Spider-Man caught earlier today!" she said out loud but not too loud. "How the heck did they get out of prison?"

She pondered on what to do about this. She then realized one thing she forgot. She was a super-powered alien right now. She could bring those crooks back to prison where they belong. That'd be something that her father and Spider-Man would do. She then got up with a smirk on her face knowing how this fight will turn out.

"Time to bring the heat," she said before jumping down to the streets.

The thugs at the moment were too preoccupied with gathering whatever they could, money, jewelry, weapons, anything that was of value. One crook out of the rest was different. He wore a street gang-type outfit with a black vest-jacket, goggles and fingerless gloves. Another aspect of him was that his head was bald with no sign of hair whatsoever. His eyes were brown and at the moment narrowed. On his back what appeared to be a gun-like weapon with a storage tank attached to it. The man smiled with an evil grin.

"Pick it up, boys!" he ordered. "The boss wants us to have some funds coming in. So let's not stick around long enough for the cops to show."

One of the lowery lackeys raised a brow at the ring leader. "Really? You had to say a glue pun?"

The leader narrowed his eyes before pointing his gun at the lackey before firing a glob of light-yellow substance at the crook, causing him to cling to the wall on the far side of the room. This caused the other lackeys to laugh at their partner's predicament, before their laughter was silenced at the leaders glare.

"Quit screwing around!" he shouted. "Let's grab the loot and go!"

"You're not going anywhere," a charmed feminine voice said.

This caused the crooks to look at the entrance to see Gwen standing there with a glare. This freaked out a few of them considering she looked like a fire monster, however, the ringleader wasn't too impressed.

"What do we have here?" The leader asked. "A fire mutant sticking its nose where it doesn't belong?"

This made Gwen raise a brow in confusion before furrowing it in minor anger. "Mutant? I'm no mutant, baldy! I'm an alien."

This made the leader shrug. "Sure, and I'm E.T." This made the other thugs chuckle at the joke.

Gwen then took a look at the leader before her eyes widened in realization. "Hey, I know you! You're one of the Frightful Four, the Trapster!"

Trapster grinned at the mentioning of his name. "Looks like my reputation has stuck around."

 _ **(For those of you who don't know, that's Peter Petruski, aka the Trapster. He's on a team consisting of three other super-villains. There's Wizard, master of high-tech gadgets. Klaw, the villain made of living sound. Thundra, ruthless warrior woman from an alternate future timeline…don't ask. And finally there's Trapster, genius-level chemist who uses glue as a weapon. Yeah, he's practically the lamest of the three.)**_

"So who are you supposed to be, freak?" Trapster asked. "Some knockoff wannabe of the Human Torch?"

"Nope," Gwen said. "The name's Heatblast and I'm here to make sure you crooks are sent back to jail where you belong."

"I ain't going back to the big house," Trapster said. "You, on the other hand, can just stick around!"

He then pointed his weapon at Heatblast, who tensed as he fired his weapon at her. A glob of glue shot out before sticking to her feet, causing her to stay in place. This made her lower her brows in a frown. Trapster laughed at the sight.

"Looks like you're in a sticky situation!" Trapster said with a laugh.

His laughter, however, was cut short at what his saw. There at Heatblast's feet, the glob of glue keeping her to the floor immediately hardened before it cracked and fell apart, freeing the female fire alien from her bind. This made her grin at Trapster, who looked at her in fear and shock.

"Hey genius," she spoke up. "You should know that glue and fire don't mix. And here I thought you were supposed to be a genius-level chemist."

"Waste that freak, boys!" Trapster ordered.

In no time, the thugs pulled out their guns and opened fire on Heatblast. She covered her face with both arms as bullets flew at her, hitting her multiple times. Thanks to her rocky body the bullets did little to no damage as they bounced off of her. The firing stopped as the crooks looked at her with shock. She lowered her arms before giving them a smirk.

"Alright, boys, my turn!" she said before making fireballs in both hands.

She threw her palms out in front of her causing torrents of fire pointed at the crooks. They recoiled as the fire hit each of the weapons, causing them to glow with heat before melting into slag. They looked at their destroyed weapons before looking at the fire alien.

Heatblast gave a smirk before saying, "If you can't stand the heat then get out of the kitchen."

The thugs then tried to make a break for it out the back, but they weren't quick enough. Heatblast gathered fire in her palms before cutting them off from the back exit with a wall of fire. The group of crooks looked behind them as Heatblast smirked at them. She then grabbed a few bars of metal, welding them together before looping it around the group binding them. She then welded the metal shut keeping them permanently bound.

She then kicked the crooks down, causing them to fall over on their side and roll out of the pawnshop onto the street. She then turned her attention to the wall of fire she made before pointing her palms out in front of her in the direction of the fire. Suddenly, the fire seemed to be sucked into her palms before it was permanently put out. She smiled at her progress before looking around for Trapster. Unfortunately, there was no sign of him, signifying that he got away during the fight. She sighed in frustration.

"That really burns me up." She said to herself aloud. She heard the sound of police sirens and looked outside to see officers getting out and surrounding the bound crooks. "Time for the moment of truth."

She immediately walked out of the pawnshop only to be surrounded by the police. Guns were pointed at her, even though her current form was bullet proof. She, however, decided not to make things worse and just raised her hands above her head. She then noticed one officer different than the rest walk up to her.

The officer was a woman and unlike the others she was wearing different attire. She wore an unbuttoned, purple dress shirt as well as a matching color skirt and light pink shirt. Her hair was black and tied into a ponytail. She had brown eyes, which were narrowed in a questioning glare on her face.

 _ **(Wow…I never thought I'd meet with her tonight. For those who don't know that's Detective Lieutenant Terri Lee. She's part of the same department my dad works in. She's no pushover considering she's one of the best lieutenants on the force. From the looks of things I think she's doing overtime.)**_

"What do we have here?" Terri said looking at Heatblast.

One of the offices answered, "Saw it coming out of the pawnshop, ma'am."

"Her," Heatblast replied begrudgingly. "I'm a girl not a thing."

"What were you doing while the robbery was taking place?" Terri said interrogating the fire alien.

Heatblast jammed a thumb in the direction of the crooks. "Stopping them. Their leader, Trapster, got away unfortunately. I'll get him next time. Oh and before I forget, you're welcome."

Terri didn't say anything but turned to her fellow officers. "Tell the station we need a trailer to haul these crooks to prison so we can get them unbound." A few officers nodded before walking to their squad cars to call it in. Terri then turned back to Heatblast. "Guess you're a new hero then if you stopped those crooks. Got a name?"

The feminine alien smiled. "Heatblast. Sorry I can't stick around but even heroes have curfew." Just a few moments, her fire board landed near her feet, allowing her to get on and wave at Detective Terri. "Till next time, officer." With that she zoomed up into the sky before disappearing in the distance.

It didn't take long for Gwen to make it back to her house. Once she arrived, she landed the board back down in the area where she pulled it up. It fitted back in place as if it never left the ground. She began walking back to her house but immediately stopped when she looked down at herself, realizing that she was still in alien form.

"Almost forgot about that," she out loud to herself. "Okay…if the instructions were right then all I have to do is think about my original form and then…"

She then immediately slammed down on the dial on her chest. An intensely bright emerald light flashed before her eyes. In microseconds time she felt the extreme heat in her body immediately disappeared. Her height declined until it returned back to normal. Within a second the light disappeared.

Once opening her eyes, Gwen looked herself over. Surely enough she was back to her original human form. She looked down at her left wrist to see the Omnitrix back in place as if it never came off. She smiled a bit before walking into the house.

"I think you and I are going to get along just fine." She said to the watch on her wrist, which beeped a bit to signify a reply.

* * *

Unknown to Gwen at the moment, the dog park she was at earlier was crawling with people. They were wearing full body black suits and a symbol on their shoulders to what appeared to be a falcon or eagle in a circle. One of them, however, was in front of the crater that the pod containing the Omnitrix was at.

The person was an African-American male with brown eyes, with a black moustache, and was completely bald. He wore a black shirt with a black coat and an eye patch over his left eye. This was Nick Fury, director of S.H.I.E.L.D.

An hour or two ago, the S.H.I.E.L.D. satellites detected a UFO falling to Earth's atmosphere where it landed in a local neighborhood dog park. Luckily, no civilians were in the vicinity of the object's impact. That begs the question at the moment. What had landed and what its purpose was?

"Director Fury?" a voice called out catching the man's attention.

He looked behind him to see a Caucasian man in similar attire as the other S.H.I.E.L.D. agents. He had a muscular build, short brown hair and blue eyes. On the left-side of his chest of his attire was the S.H.I.E.L.D symbol. This was Phillip Coulson, an agent of S.H.I.E.L.D. and Fury's right-hand man.

"What have we got, Coulson?" The director asked as his right-hand man walked up next to him.

"Our research team has been studying the pod," the agent informed. "It's made with a metal not native to Earth. The possibility of it being extraterrestrial in origin is highly likely."

"Was there anything in it?" Fury asked with a raised brow.

"Nothing, sir." Coulson replied. "It's unknown if it contained technology or a life form. However, that's not the only thing." Coulson up a data pad showing what appeared to be local reports. "There was a police report earlier about a fire creature stopping a robbery an hour or so ago."

"Anyone injured?"

Coulson shook his head. "No one except the crooks, however, during that time our team was detecting a high level energy signal originating in the area where the creature was. Whatever it was, it was giving off a lot of power."

"Can we track it?" Fury asked.

"Possibly," Coulson replied. "However, the signal disappeared before we could track it."

Fury at the moment was in deep thought. Whatever that creature was only went after the crooks and didn't harm any civilians or local law enforcement. Even though it wasn't human, it decided to help out when it didn't need to in the first place. That sounded like the qualities of a hero, something he needed for the future team he was assembling.

"Have our team keep an eye out for the energy signal," Fury ordered. "Who or whatever that creature is could be useful for our project."

"Are you sure, Director Fury?" Coulson asked.

Fury then turned to Coulson with a mild smirk. "I'm pretty sure, Agent Coulson."

* * *

 **That's the end of this chapter! Hope this made you guys psyched about the next one. Not to spoil anything but the next one involves our super-powered shape shifter meeting up with our friendly neighborhood Web-Head. Stay tuned!**

 **Next Chapter: Great Power**


	2. Great Power

**Hey guys, Aaron2014 here! This is the chapter you all have been waiting for. And to the guest known as "Rocker", I do have plans for Nyancy Chan in the future. However, unlike her Omniverse counterpart, she'll have more of a Marvel origin. Also when it comes to updating the story, one must have patience to receive the greatest of rewards. Enjoy the chapter! Also, here's a theme song to get it started!**

 **(Song Starts)**

 **It started when an alien device did what it did**

 **And stuck itself upon her wrist with secrets that it hid**

 **Now she's got super powers, she's no ordinary kid**

 **She's Gwen 10. (Gwen 10)  
**

 **So if you see her you might be in for a big surprise,**

 **She'll turn into an alien before your very eyes**

 **She's slimy, creepy, fast and strong**

 **She's every shape and size**

 **She's Gwen 10 (Gwen 10)  
**

 **Armed with powers, she's on the case**

 **Fighting off evil from Earth or space**

 **She'll never stop till she makes them pay**

 **'Cause she's the brightest kid to ever save the day**

 **Gwen 10**

 **(Song Ends)  
**

* * *

 **Chapter 2: Great Power**

 _ **(Hey guys! Gwen Stacy here, giving you a heads up. I would tell you how my day is going, but unfortunately, I'm fighting for my life here!)**_

Zooming by was a black, blue and green blur. The owner of the blur had a body similar to a semi-armored Velociraptor. It had a long blue tail with black stripes over it. The dinosaur-like being had black spheres on its feet and wore a helmet with a visor along with a black/green tight suit. The body shape of indicated it was female. On her chest, was the green hourglass dial of the Omnitrix.

 _ **(Cool right? As you can see I'm in one of my alien forms. I call this one XLR8. The name is pretty obvious considering what this one can do. Though, my opponent is another story.)**_

She zoomed out of the way of an incoming ice blast. The blast froze a newspaper vending machine and a street lamp. The owner of the ice blast was a man wearing a heavy winter coat with a blue and white trademark icicle design. On his face was a protective freeze-mask and attached to his back was an ice pack which connected to the metal gloves on his hands.

 _ **(If you guys need a pointer then look no further. The guy I'm up against is Donald Gill, aka Blizzard. He uses a high tech blizzard suit to commit crimes. He's also one of Iron Man's enemies. Considering the bad guys I fought during the week after receiving the Omnitrix, it looks like I went up a tier in the villain bashing department.)**_

"Come now, lizard lips," Blizzard spoke sadistically. "Don't you know what killed off the dinosaurs?" Before he could fire at the speedy alien, he was kicked hard in the gut and knocked a few feet away onto his back.

XLR8 stopped a few feet away, her visor lifted up to reveal her blue face, black lips and green eyes before saying, "Let me guess? It was your use of _cold_ puns, right?" She dodged to the right when another ice blast was aimed at her. "Hey! Don't be so 'cold' about it!"

"Stop mocking me!" Blizzard shouted before firing more ice blasts at the female speedster.

XLR8's visor went down immediately before she sped off out of the way of Blizzard's attack. As she was running, she tried to make sure that the collateral damage was kept to a minimum. Thanks to her super speed, she was able to keep civilians out of Blizzard's line of fire. However, she was only prolonging the fight and she was on a schedule. She needed to end this quickly.

"Sorry to disappoint you, snow face," XLR8 said while she was running around Blizzard. "But I have somewhere to be."

After saying that, everything around her began to slow down as if time was speeding to a crawl. Thanks to her enhanced speed, she could make it to where everything else was slower while she still had normal speed. She then treaded over behind Blizzard, where his ice pack was located. With a smirk, she used her three sharp claws to damage the device enough before speeding out.

Time went back to normal, as Blizzard saw XLR8 looking at him with a smirk and crossed arms. He pointed his gloves at the alien and fired at her. Unfortunately, nothing came out which caused him to look at his hands in confusion then at XLR8. She then pointed to her back, indicating to look at his, which he obliged. There he saw his ice pack damaged and leaking out highly concentrated coolant. His eyes went wide as the coolant then began freezing the pack over, before snaking its way onto his suit. He couldn't react fast enough as his entire body was covered in ice.

XLR8 smirked as she zoomed next to Blizzard, who was encased in ice. "Looks like the Blizzard's been put on 'ice'."

 _ **(Okay that pun was bad, so sue me.)**_

XLR8 looked around to see the damage from the fight. Luckily for her there was only minor damage to a building on the other side of the street, if not also a bent street bench and a few blocks of ice covering the streets. Overall, not bad since the first few times doing hero work. She looked to see a civilian, who was filming with his phone, on the other side of the street. She waved before saying, "Make sure to call the authorities to come get this guy."

With that she sped off down the road, not before grabbing her school bag. Thanks to this form she'll be able to get to Midtown High in no time. She would have gotten there sooner but the situation with Blizzard left her sidetracked. A hero's job is always busy.

 _ **(For those who need to be caught up, like I said before, it's been a week since I got the Omnitrix. The first day was as Heatblast, my go-to fire maker, fighting against Trapster and his crew of baddies. Unfortunately he was able to give me the slip. That day was a bummer. However, I was able to test out my other forms thanks to this week. The day after I got the Omnitrix, this banshee villainess known as Shriek went on a rampage. Luckily I used Echo Echo, my sound user/multiplier, to kick her butt. The day after that I went against Grizzly, a super-villain who used a bear-like battle armor to cause some havoc. So to lessen the damage I used my flier/ice maker, Big Chill. The list goes on but right now I got to get to school.)**_

Thanks to XLR8's speed, she was able to zoom by the cars on the road without even touching them. She then jumped onto the sidewalk and continued onward, making sure not to hit any pedestrians. She loved this form considering she was fast enough for her to get to school on time. She stopped a bit when she looked up at a billboard seeing J. Jonah Jameson doing a newscast.

"I know you're out there, you wall-crawling menace," Jameson said with a grouchy tone. "It is the duty of every New Yorker to report the actions of these masked miscreants. So listen up! As long as James Jonah Jameson is CEO of Daily Bugle Communications, I won't rest until New York has seen the last of Spider-Man."

"Geez, doesn't that guy ever give up?" XLR8 said to herself.

Suddenly, the sound of police sirens was heard. XLR8 looked to the side to see a cop car skidding across the road with a familiar looking blotch of paste stuck to the windshield. It looked like it was about to smash into a bakery. Before she could react, a strand of webbing shot out of nowhere. It made a net which caught the car before it could crash into the shop. This made XLR8's eyes widen in shock.

"Is that?" she muttered before a familiar figure landed on the side of the building opposite from the shop.

The figure was wearing a tight suit where the majority of colors were red and blue. A noticeable feature was the red areas of the costume had a pattern that resembles that of a spider web, with the center of the web being on the topside of his nose on the mask. On his chest and back were the silhouettes of spiders on a web. The eyes on his mask were white with a bold black outline.

 _ **(It is… its Spider-Man!)**_

The cop in the car, who was luckily not hurt, looked up at the arachnid super-hero, "I'm starting to think Jameson was wrong about you, Spidey."

Spider-Man gave a mild salute to the cop, "Spread the word, chief!"

With that, the wall-crawling hero jumped off the building and acrobatically landed on the street in front of what appeared to be crashed armored truck. XLR8 zoomed behind a wall close to the scene and poked her head out. There she saw Spider-Man at battle ready when a familiar face started walking out of the armored vehicle. XLR8's eyes widened at the sight of none other than the Trapster himself, who was smirking at Spider-Man.

 _ **(If you guys remember, the Trapster was the leader of that gang I fought before as Heatblast. He got away before I could send him to jail. Hopefully, I won't have to interfere with Spidey's rhythm while he nabs Trapster. I may not be able to catch him but he'll be caught this time.)**_

"Hiya, bug-brain," Trapster said still smirking. "I knew that would draw you out."

The Trapster then pulled out the paste gun on his right side and fired at Spider-Man. The spider-powered hero front flipped over the goop before landing down and gave Trapster a major uppercut. This caused Trapster to be knocked back into a red car on the curb, causing damage to the vehicle. Trapster then got up with a maniacal grin as he pulls out two silver cylinders, each with big red buttons which he presses, and throws them at Spider-Man.

Spider-Man quickly jumps into the air, and accurately kicks the two cylinders away. In the distance they explode, revealing they were a type of grenade. Just as he landed, he spotted a third one rolling towards him. He jumped far back into the air as it went off, unfortunately the grenade contained the very paste Trapster uses and it hits the web-swinging hero. He lands on the side of a building but only to be stuck by the Trapster's paste. Trapster, himself was seen now aiming his gun at the now stuck arachnid hero.

Spider-Man saw this and used his free hand to fire his webbing. He fired but unfortunately nothing came out. He just ran out of webbing on his right web-shooter. This made Spider-Man's eyes widen before looking down at Trapster, who was grinning.

XLR8 tensed at this sight and started thinking quickly. She looked to her side to see a man in a long coat and hat, leaning against the wall she was looking from and quickly went up to him.

"Excuse me, mister," She said with haste as she held out her backpack to him. "You mind holding this for a sec?"

"Sure thing, kid," the man said taking the bag.

"Thanks!" she exclaimed before zooming out of sight. Unknown to her, the man was smiling.

XLR8 was booking it towards Trapster. Thanks to her form she had time to reach him before he made Spider-Man a glued decoration. Luckily for her, she had the perfect playmate for the paste firing chemist. She made a jump into the air before slamming the dial on her chest. Her body shifted to magma, fire and red stone as she transformed in a flash of emerald light.

" **Heatblast!** " She shouted as she made her descent towards Trapster.

Trapster was about to fire when a flash of emerald light caught his attention. He looked and his eyes widened as he saw Heatblast making her descent towards him. With quick thinking, he leapt out of the way before rolling into a crouched position by the armored vehicle. Heatblast landed in front of Trapster with a grin on her fiery face.

"Hey, Trapster," the female fire alien said. "Did you miss me?"

Trapster backed away a bit in fear. "Not you again!"

"Yep," Heatblast replied. "And I believe you and I have a score to settle, pal."

"I told you before," he said before pointing the paste gun at her. "I ain't going back to the big house."

"And like I told you before," Heatblast said before igniting fire in her palms. "Fire and glue don't mix."

Trapster grinned, "I think you'll love this batch I made. It's just for you!"

With that, Trapster fired at Heatblast, who countered with fire projectiles. Trapster then pulled out some paste grenades and flung them at Heatblast. Before she could react, the grenades exploded and caused her to be covered in the goop. Remembering from last time, she flared her body's temperature to harden it. Unfortunately, however, the paste on her body didn't harden but started spreading over her body. Heatblast struggled to get it off.

"What the," she said as she struggled to get free. "Why isn't it hardening like last time?"

"This batch is special," Trapster said with a grin. "I added a few extra ingredients to this batch, just a few fire retardants which makes it spread instead of hardening. You're going to have a hard time getting out of this one."

Watching all of this go down, Spider-Man was in awe at what just happened. First he saw one of those creature-like heroes he seen on the news transform in a flash of green light into the fire-wielding creature before him. Not only did she stop Trapster from sticking him to the building more but she also saved his life. Whoever she was, she was on his side. Now it was time for him to return the favor.

Trapster walked over to Heatblast, who was struggling to get free. She looked in shock as Trapster aimed his paste gun at her head. This was not looking good.

 _ **(Oh great…I'm about to be struck down by the dorkiest villain of all time. Where's the cavalry when you need it?)**_

"Heads up!" A voice called out catching both Trapster and Heatblast's attention.

In a flash, Spider-Man kicked Trapster, causing him to be knocked away from him and Heatblast. Heatblast was in awe as Spider-Man saved her from being glued to death, which would have been a disappointing way to go. The spider-clad hero looked at the female fire alien with a smile.

"You glad I _stuck_ around?" He quipped. This caused Heatblast to giggle a bit.

"Only a bit," she replied. "Any ideas on how to free me?"

Spider-Man thought a bit, "Not a clue. You?"

Heatblast smiled a bit. "Just one. You see the dial with the hourglass symbol on my chest?"

Spider-Man looked down at her chest. Not looking at her bust but the object she was talking about. "Yeah?"

"I need you to slam down on it," she explained.

"What happens if I do?" he asked.

She smiled, "You'll love it, trust me."

Without hesitation, Spider-Man slammed down on the dial on her chest. In a blinding flash of green light, her body went into a dramatic change. Her body turned black with blue and white spots on her arms and legs that resembled ice chunks. She now had a light blue torso and large green eyes. Her height didn't change a bit and she now had three fingers and a thumb on each hand along with two toes on each foot and a third toe-like extension on her ankles. She now had wings similar to a moth and is colored blue, black and little bit of white. Her overall form is comparable to a moth-like alien, with a bit of a feminine physique.

After the light died down, a new awesome creature stood in Heatblast's place as it complied in an icy feminine breath, " **Big Chill!** "

Spider-Man's eyes widened in awe, "Okay, I'll admit. I totally love this!"

Big Chill looked to Spider-Man with a smile, "Told you." Her body then became see-through as the goop binding her fell to the pavement as she walked out of the substance before becoming tangible again. She then turned her head to Spider-Man.

"I think it's time to tell Trapster to 'cool' down." Big Chill stated.

"By all means," Spider-Man said gesturing towards Trapster, who was getting back up.

Big Chill unfurled her winged before speeding towards Trapster. Trapster saw the moth alien speeding towards him, only for him to fire his paste gun at her. She mentally activated her intangibility, allowing the paste to faze through her. This made Trapster freak out a bit and continued firing at her. It wasn't working in the long run until she was up right in front of him. He was about to fire again when she touched the paste gun with her intangible right hand. This made the nozzle and part of the gun become frozen in ice.

Trapster pulled the trigger, unfortunately the nozzle was clogged. This caused the pressure in his weapon to build before it became unstable. The Trapster looked at his back giving an "uh oh" face before the pack exploded. Spider-Man looked away a bit from the explosion before looking back at a comical sight. There in front of both him and Big Chill was Trapster, who was covered in a mess of his own paste. Spider-Man couldn't help but inwardly snicker.

Big Chill then became tangible again, folding her wings over her like a cloak, looking at Spider-Man before saying, "I think this is the part where we leave behind the super-hero note."

Spider-Man nodded. "You've read my mind." He then held out a hand at Trapster. "Can we borrow a pen?"

Trapster glared at them a bit before his eyes widened. This reaction was caught by the two heroes. What would make someone like Trapster scared? Spider-Man knew that his Spidey Sense would have warned him but it didn't even go off.

"Interesting," Spider-Man muttered to himself. "Villain's eyes widening in terror but Spidey Sense's not tingling."

Big Chill looked to the spider hero, "That's either good or bad, right?"

"Considering it's never happened before," he replied. "I'd go with bad."

Suddenly the sound of jet engines caught the ears of Spider-Man and Big Chill. They looked up behind themselves to see a large airship of sorts. Its color coating was mainly black but it was supported in the air by for large engines. A large, four triangle paned windshield was seen on the front underside of the ship. It was none other than the S.H.I.E.L.D. Helicarrier, the main airbase of the agency known as S.H.I.E.L.D. Both hero and heroine were wide-eyed at the sight.

"S.H.I.E.L.D. Helicarrier is coming in low," Spider-Man pointed out.

Big Chill nodded in agreement. "What do you think they want?"

"You two," a firm voice said causing the two heroes to jump before looking behind them. There before them was none other than the director of S.H.I.E.L.D. himself, Nick Fury.

 _ **(This is some morning. First I meet Spider-Man, catch Trapster and now I'm meeting with Nick Fury himself! As you know, S.H.I.E.L.D., aka the Strategic Homeland Intervention Enforcement and Logistics Division. Basically they're the spies of spies, the super spies.)**_

"You super spies make it a point to sneak up on hard working heroes?" Spider-Man asked.

"Not really 'cool' if you ask me," Big Chill added.

"I think it's necessary," Nick Fury said before pointing to the side. This made Spider-Man and Big Chill look to their left.

There before them was quite the damage. A police vehicle stuck to webbing on a bakery, various things and people stuck from Trapster's paste either on a street lamp or on the road itself. It was basically chaos, which they unintentionally caused.

"We've got to talk," Fury simply said.

 _ **(This does not bode well for my low collateral record…)**_

"No one's saying you didn't stop the bad guy," Fury began. "But look around you. Is this the way Captain America would have done it? Cap could have stopped Trapster in five seconds. You took three minutes plus more thanks to Ms. Freeze Moth here, with lots of collateral damage."

"I do a good job," Spider-Man retorted.

"Me too," Big Chill also retorted.

"For two clueless rookies," Fury pointed out.

"Yeah!" Both heroes agreed at once before realizing what they answered to.

"Look," Fury continued. "Everyone starts out clueless. Even Iron Man, back when he was a novice."

Both Spider-Man and Big Chill cringed at the thought of Iron Man crashing into random things, while starting out.

"But he learned, eventually," Fury continued more. "What would you two say if I can turn eventually into right now?"

"I knew it," Spider-Man spoke up. "You want us to buy a line of self-help books. Not interested, besides, I'm tapped out till payday. So if we're all done here I think I'm gonna—"

"I'm serious, Peter Parker." Fury interrupted.

This caused Spider-Man to freeze in place. He wasn't the only one shocked by that little reveal. Big Chill's eyes widened hearing Spider-Man's identity revealed like that, for it to turn out her hero was also the boy she had a crush on.

 _ **(I don't believe it! The guy I had a crush on since the beginning of high school, Peter Parker, is Spider-Man himself! Well luckily my identity is safe.)**_

"You know!?" Spider-Man nearly whispered.

"Everything," Fury said with a smug smile. "Super spy, remember?"

"I can't believe it," Big Chill spoke up catching Spider-Man's attention. "You really are him, aren't you?"

"I would say yes," Spider-Man said. "But I don't even know you."

"You should," Fury said. "Considering she goes to the same school as you, right Gwen Stacy?"

Hearing that name nearly made the sky fall on top of her. How the heck did he find out her identity? Her alien forms made it to where her identity was kept a secret. Then again, Nick Fury is a director of an agency of super spies. Still, it would have been pretty hard for them to even identify her.

"How did—?" She asked before Fury spoke up.

"We tracked your location to the neighborhood you live in," He explained. "Considering whatever you're using to transform gives off a high-level energy reading that makes an Arc Reactor look like a sparkler." He then held up her backpack. "Plus, I wouldn't recommend leaving your student ID in your belongings."

Blue Chill's face widened as she turned to the wall she came from before fighting Trapster then back at Fury, before trying to hide her face deeper in her wing-like cloak.

 _ **(That's one way for a spy like him to find out who I was. Definite clueless rookie move there, ah geez.)**_

"With great power comes great responsibility," Fury spoke up. Big Chill noticed Spider-Man's expression when Fury said that. "Good words from a good man."

Spider-Man looked to ground with a down-casted look. "Uncle Ben was the best…" Big Chill's expression saddened a bit from hearing that.

"It's been what, a year now?" Fury asked with sympathy.

"Today would've been his birthday," Spider-Man replied as Fury placed a hand on his shoulder.

"You've honored him, doing what you do," Fury said. "Now I'm offering you, and her, a chance to do better, to really learn about responsibility."

Both Spider-Man and Big Chill looked at one another before the spider hero looked at Fury, "Translation?"

"I want to S.H.I.E.L.D train you to be better heroes," Fury explained. "Both the Ultimate Spider-Man and..." Fury paused a bit before turning to Big Chill. "Do you have a super-hero name?"

The moth alien raised a brow. "Uh, Big Chill?"

"I mean your human one," Fury pointed out.

"I don't even have a costume," She pointed out, as well. "Why would I need a super-hero name and costume for my original form if I can turn into aliens?"

"Wait," Spider-Man spoke up. "The form you are right now is an alien?"

Big Chill nodded before saying, "This and my other nine alien forms."

"Nine others?" Spider-Man said with an impressed tone. "With those, plus you, I'd dub you Gwen 10."

"Gwen 10?" Big Chill repeated before humming a bit. "Sounds simple but catchy at the same time… I like it!"

"Like I was saying," Fury spoke up catching their attention. "Both the Ultimate Spider-Man and Ultimate Gwen 10."

"And how ultimate is 'ultimate'?" Spider-Man asked.

His question was put on standby as the sound of running footsteps caught their ears. Behind Fury, Trapster had just freed himself and was fleeing the scene with a metal briefcase of sorts. Fury simply pulled out his firearm before aiming it up. Upon firing it, a blue bolt of energy shoots up before it hits a flagpole, severing part of it from the building. It bounced from one side of a building to the next before smacking down on the backside of Trapster's head. This made both Spider-Man and Big Chill wide eyed and speechless.

"That ultimate," Fury simply answered.

"Sweet!" Spider-Man said before the sound of a cellphone ringing was heard. He picked it up and saw that Mary Jane was calling him. He laughed nervously at the situation. "I should probably set my ultimate cellphone to ultimate vibrate."

"Your tech needs an upgrade," Fury said before lifting up what appeared to look like a small badge with the S.H.I.E.L.D. logo on it. "Try ours."

Just as soon as Fury placed it on his wrist, he pressed a button causing it to shift entirely. From the looks of it, it appeared to be an upgraded version of the web-shooter. Its color was red of the majority and it had silver stripes starting from the nozzle to the end of it. A hologram was seen being projected from it. Overall, it was impressive tech.

"S.H.I.E.L.D tech guys developed this next gen web-shooter," Fury explained. Spider-Man flexed his wrist a bit, testing it out.

"Too big, too clunky," Spider-Man said as he looked at Fury, who was holding out his hand as if he was going to take it back. "I didn't say no."

"What about me?" Big Chill asked. "Do I get some 'cool' tech?"

"Later," Fury replied. "With both your talents and my training, you two can learn to be better heroes. The next Cap. The next Iron Man, one of the greats."

"Thanks for the offer," Spider-Man spoke up. "But I'm not allowed to talk to strangers. Have a nice life, okay?" He then turned to Big Chill. "And see you at school."

Without another word, Spider-Man jumped into the air before web-swinging away from the two. Big Chill watched him go as she then turned to Fury, who looked back at her. The silence between the two only for a second.

"I'll get back to you on your offer," She said as she retrieved her backpack from Fury before slamming the dial on her chest, causing her to become XLR8 again in a flash of green light.

" **XLR8!** " she shouted before waving at Fury. "Catch you later!"

With that, she zoomed off in the same direction as Spider-Man went. There Fury just looked onward the direction the two teenage heroes went and shook his head.

"Teenagers," he simply said before making his way to the nearest transport to the Helicarrier.

* * *

Unknown to the web-swinging hero, someone was spying on him. From one of the traffic cameras, the observer was able to get a good glimpse of Spider-Man as he swung by the device. Data was collected from a snapshot of the arachnid hero as a Caucasian finger moved the still image out of the way to look at the other collected data.

The owner of that finger was a tall Caucasian man. He had red hair, blue eyes and he wore a grey business suit with a white shirt underneath along with a red tie. This was Norman Osborn, head of Oscorp Industries. His corporation was known as a weapons/tech manufacture, in second compared to Stark Industries. He observed the data that was collected through the year Spider-Man's been around. He couldn't but grin at the potential the arachnid hero had.

"Impressed, Mr. Osborn?" a voice said through a small speaker in his desk.

He smiled with a reply, "Very, Octavius. More than ever I'm convinced Spider-Man is the key to military superiority. Once I replicate his abilities, I'll market an army of spider-enhanced super soldiers to the highest bidder. Nick Fury is a fool to think he can get Spider-Man to work for S.H.I.E.L.D. I prefer Spider-Man the way he is, headstrong, undisciplined, and easy to anger."

"And easier to turn," Octavius added. "I'll inform our remaining allies to begin phase two."

Norman gave a grin knowing the plan was now commencing.

* * *

Gwen sighed in relief that she was in school right now. After all the craziness this morning, she's finally glad to finally get a break from all of the crime fighting. She looked down at the Omnitrix where the black part of the hourglass symbol of the faceplate was red, indicating that the watch was now in Recharge Mode.

 _ **(I bet you guys are wondering about that? Well the watch has a mode to where it recharges after I stay an alien after so long. The recharge lasts around 10 to 15 minutes which is useful to know ahead of time. I nearly timed out one time after a battle with a super-villain. Good thing there was a vacant alley with no one in it to hide in while it timed out. I'm just lucky to get away from that craziness for today.)**_

"Meow!" a cheerful voice cried out right next to Gwen's ear.

Gwen nearly jumped in the air before turning to the perpetrator. She almost activated the Omnitrix until realizing who the perpetrator was and remembering that it was still recharging. There before her she saw her friend, Nancy Chan, who was giggling a storm at the moment. The blonde teen could help but groan.

"Nancy," she said in a somewhat irritated tone. "You nearly gave a heart attack!"

The Asian girl waved her hands frantically in front of her in apology, "Sorry! I didn't know you'd be this jumpy. Bad morning?"

"You can say that," Gwen replied as she opened her locker to put in her books.

 _ **(I'm glad she doesn't know what I do now as a hobby.)**_

"Anyways," Nancy said before pulling out her phone. "Check out this latest broadcast from the Daily Bugle. It's got those alien super-heroes everyone is talking about."

This got Gwen interested. She looked at the phone, which showed footage of her alien forms fighting against super-villains she fought during the week. At least J. Jonah Jameson wasn't calling her a menace.

"As you can see in the varieties of footage taken," Jameson reported. "That various creatures have been seen across New York during the past week. They each seemed to fight off the villains causing havoc in the city. Unlike Spider-Man, these creatures haven't caused too much collateral damage to the streets. However, my fellow newscaster, William Harangue, has a different opinion on this group of new 'heroes'. Harangue?"

The camera panned to the left to show a Caucasian male with brown hair with grey on the sides and dark brown eyes. He wore a black suit with a white dress shirt underneath and a black tie and glasses. A noticeable feature was he had a square chin.

"Thank you, Jonah." He said before giving his report. "Footage gathered from the past week showing the so called 'heroism' these creatures committed is other than laughable. I for one believe these creatures are nothing more than a starting sign of a future invasion of New York. Those villains may look like they're attacking the city but it's possible that they were defending themselves from the real threat."

 _ **(Defending? Real threat!? This guy's more of a whack job than Jameson is. Oh great, now I have my own version of Jameson.)**_

"Interviews from New York citizens claim these creatures to be new heroes," Harangue continued reporting. "While I have to disagree but it's not my place to say. I leave that to you, the viewers at home, to decide. Jonah?"

The video ended there as one of Gwen's eyes twitched trying to contain her anger. She was now in Peter's shoes at the moment, considering she now had a loud-mouth newscaster trying to bash her acts of heroism as unprovoked attacks. Jameson may call Spider-Man a menace but Harangue called Gwen a threat to humanity. Instead of letting her anger get the best of her, she immediately calmed down and decided to ignore it. A trash-talking reporter wasn't going to bum her today.

"I kind of feel sorry for those alien heroes right now," Nancy spoke up catching Gwen's attention. "They're not causing trouble. They're just going after the bad guys."

"I hear you, Nancy." Gwen said with a smile as the two walk down the hall. "Why can't news reporters leave the heroes alone and not just focus on the celebrities?"

"Heroes are more publicity," Nancy replied. "Besides, whens the last time you've heard of Jennifer Nocturne saving the day?"

"Only in one of her movies," Gwen quipped causing both girls to laugh. Gwen's attention was focused up ahead.

There she saw Peter being stuffed into a locker by a familiar face. The person was teenage boy around her and Peter's age. He had a muscular build, blonde hair and green eyes. He was wearing a Midtown High football uniform along with blue jeans. Gwen knew this person all too well.

 _ **(That Sasquatch stuffing Peter into a locker in none other than Flash Thompson, our school's reigning football champ. He and Peter have had a rigid constant history with one another. Too bad I can't turn into one of my aliens and give him a taste of his own medicine. But that wouldn't be a responsible use of my powers, plus I'm not a boy.)**_

Nancy noticed it too and looked at Gwen before saying, "Locker knocker time?"

"Locker knocker time," Gwen repeated a reply before walking over to the locker.

She opened the locker and held out hand to the boy. "Need a hand?" Peter smiled before grabbing her hand as she pulled him out.

"Thanks for the assist," He thanked.

Gwen smiled before light punching him in the shoulder. "Not a problem. People like us got to stick together, right?

Peter smirked before winking at her. "Depends on who's helping who."

"So," Nancy said with a grin as she was between the two. "When did you two starting making idle chat with one another?"

This caused to the two teens to jump back a bit from the cat-grinning Asian girl. Gwen's heart nearly jumped out of her chest the second time today because of Nancy's sneakiness. With all that talent of being stealthy, you think she was a cat or a ninja, or both.

"Anyways," Nancy said before walking through, between the teens. "I'm starting to get hungry. If I don't eat something soon it'll be a total 'catastrophe'."

"Cat puns aside," Peter said before turning to Gwen. "Do you and your friend want to sit with me and my friends at lunch?"

Gwen nearly stopped breathing when she heard that sentence. It was that very sentence that she waited to here from her crush since the beginning of high school. This hopefully wasn't a dream because she didn't want to wake up right now.

"Are you sure?" she asked. "I mean, Nancy and I don't want to be fifth wheels at your table or anything."

Peter waved it off. "I insist, really!" He then leaned in and whispered a bit into her ear. "Plus, after school I want to get with you talk about how you transform and stuff." With that, Peter started walking to lunch leaving Gwen flabbergasted.

 _ **(This day is starting to become a dream come true! Nothing can stop this day from getting better!)**_

* * *

The cafeteria was packed with students at the moment, who all were enjoying their lunches. During this time, any subject of conversation was told while at a table. At the moment, Gwen was having the best lunch period ever. Cause as of now, she and her friend Nancy got to sit with Peter and his friends.

As she and Nancy sat down with Peter, Gwen noticed on the other side of the table sat Mary Jane and another friend. He was a Caucasian male around their age who had auburn hair and blue eyes. He wore a black vest over an untucked white shirt with grey pants.

 _ **(There's someone everyone in school knows and loves. His name is Harry Osborn. He's rich, handsome, and most importantly is Peter's best friend. I don't know the full details about how they became friends but if it wasn't for him, Peter would have to deal with several embarrassing situations.)**_

"Petey, bringing a girl to the table," Harry said a friendly teasing tone. "So when's the first date?"

"W-What!?" Peter nearly shouted a stutter as a blush was seen his face. He wasn't the only one considering Gwen was blushing as well.

"Harry," Mary Jane berated as she light elbowed him in his side.

"I'm kidding," Harry said. "You know it's customary for best friends to poke fun at one another."

"He's right," Nancy brought up. "I think there was a manual on the subject."

"I'll believe it when I see it," Gwen said, making everyone at the table laugh.

"It's good to now have other girls in the group," Mary Jane said. "It's okay to have guy friends but it's a bit lonely being the only girl."

"Luckily we've arrived just in time, right?" Gwen said which made all three girls giggle and the two boys just roll their eyes.

Peter was about to take a bite into his lunch when he suddenly tensed. His Spidey Sense was going off and the level it was at was kicking up a storm. Gwen noticed Peter's expression immediately, considering she found out about his secret identity this morning. She knew that whenever he had that expression that his Spidey Sense was warning him, just when today was going great.

Suddenly, an explosion erupted from the wall behind them. This caused the people at the table to be thrown back from the force of the explosion. The group got up and looks to see four individuals by the hole in the cafeteria wall. The first one was a man in armor floating in the air. He had a black mustache and wore purple armor with big bulbs on his helmet, chest and knees. He also wore sunglasses on his face.

The next person appeared more of an android than the other three. The main body was red with black stripes on the shoulders, chest, legs and torso. He had purple coloring on his gloves and feet and also had what appeared to be a metal claw as his right hand.

The third one was the only female of the group. She had a slender but very muscular body. She had green eyes, red hair and wore red lipstick. She also wore a golden tiara on her forehead along with a two piece red outfit with yellow lines with one sleeve that covers her right arm and reveals her belly button. She wore a black belt with a golden buckle around her waist, red pants at the bottom with yellow mixed with red lines and finally yellow boots.

The fourth individual, however, looked more helpless than the other three. He was being suspended in mid-air by an anti-gravity amplifier on his back. He wore a greyish brown suit and pants as well as a white dress shirt under the suit. He also wore a blue tie.

 _ **(Wizard, Klaw and Thundra here at school!? This does not bode well.)**_

"Attention students," Wizard spoke up with a grin. "Your principal has something to tell you.

"Students," the principal spoke in a frightened voice. "Your attention, please! The school is now under the control of the-the—"

"The Frightful Four," Thundra finished for the frightened principal.

"Uh, there's only three of you," Mary Jane plainly pointed out.

"Quiet!" Wizard shouted, using his anti-gravity amplifier to fling the principal at the students.

The students ducked as the principal flew over them, crashing into the hall. He groaned as the students watched Wizard use his anti-gravity amplifier disks on the various objects in the cafeteria. To his will they floated into the air causing the students to back away. Klaw then send out a blast of sound causing everyone clasps their ears in pain. Thundra did what she did best, she started smashing objects with her bare fists, reducing them to rubble. Gwen looked down at the Omnitrix, only for it to be still in the red. This caused her to inwardly groan as she watched Wizard float in, thanks to his suit.

"Before the Trapster was captured," he said catching everyone's attention. "He learned Spider-Man attends this school and unless he gives himself up, we'll tear this place down brick by brick."

"Yeah!" a random student enthusiastically yelled out, causing Wizard to glare at the teenager.

"We're serious!" Wizard sternly informed. That caused the teenager to shut up, before Wizard turned to Klaw. "Klaw?"

Without hesitation, Klaw lifted up his claw to the ceiling of the cafeteria. A blast of sound shot out of it causing the ceiling to be become shattered and destroyed. Students ran for cover as dust and debris came down upon them. This showed how serious they were being right now.

"So," Wizard spoke up again. "Who is our mysterious wall-crawler? A teacher? A student? The cafeteria lady?" This caused Wizard to grin a bit. "They seem reluctant to talk. Klaw, make them listen to reason."

Klaw then pointed his weapon at the students, sending high volume sound waves. This made the students clasp their hands over their ears as they all screamed in pain. It was a sweet music to the Frightful Four's ears.

"STOP IT!" Peter practically shouted at the three villains. This caused Mary Jane and Gwen to widen their eyes in horror to what Peter was doing.

"Peter, no!" Mary Jane said trying to hold him but recoiled a bit when Wizard floated over to them.

Wizard just scoffed at the sight of Peter. "Definitely not Spider-Man…"

Gwen and Peter nearly glared at the super-villain for making such an assumption.

 _ **(He'll feel stupid for saying that once Peter gets a chance to get into costume.)**_

"I'll crush the runt!" Thundra growled.

"Don't crush him," Wizard said before he smirked. "Make an example of him."

In an instant, sound waves were hitting Peter, causing him to clasp his hands to his ears as he screamed in pain. Everyone watched in horror as Peter was being tortured by Klaw. Gwen wanted to help but she was no match for the Frightful Four at the moment. She looked down at the Omnitrix and to her joy the faceplate switched from red to green and beeped confirming full recharge. She saw that the villains had their attention set on Peter, she slowly made her way to the halls.

Once she exited and believed she was in the clear she immediately activated the Omnitrix. The screen at the moment was showing XLR8 but that's not what she had in mind. She went through the icons until she landed on the one she wanted. Without hesitation, she tapped the faceplate, which moved up and revealed the core, and slammed down on the dial.

In a flash of emerald light, her body began an immediate change. Her size decreases to over five feet tall. Her armpits slit in two to form four. Her bones and muscles become stronger while still lightweight. Gwen's skull becomes more ape-like while a couple pair of octagon-shaped eyes takes shape. Blue fur covers her entire body while a long skinny tail grows from her spine. On her chest was the dial of the Omnitrix.

After the light died down, a blue arachnid/simian-like creature screeches before yelling out, " **Spidermonkey!** "

Spidermonkey looked at herself with a grin, "I may not be Spider-Man, but Spidermonkey is just as good!"

Without wasting time, Spidermonkey rushed back into the cafeteria only to see an amusing sight. The students in the cafeteria were in the middle of a food fight with the Frightful Four. Each of them was chunking today's lunch at the villains. The sight of it was hilarious but it then soon escalated down as Klaw was about to send a sound wave at a group of students. She was about to jump into action when she heard a voice call out.

"Dude!" the voice said. "Don't point that thing, it might go off!"

Klaw looked up at one of the columns to see none-other than Spider-Man. The spider hero fired a strand of webbing at the villain of sound, which attached itself to his weapon. With a minor tug, Spider-Man made it to where Klaw was pointing at his head as his weapon went off. The noise caused him to become disoriented as he wobbled face first into the column next to him. Spidermonkey snickered when the villain fell down.

"It stinks to be you today," Spider-Man mocked the villain. "Actually, it probably stinks to be you every day. Then again it could be me, I haven't washed this suit in a week."

Spidermonkey smiled but tensed as she saw Thundra about to pound one of the students. Without hesitation, she jumps into the air before making a descent on the super-powered villainess.

"Hey Little Miss Muffet," She called out, catching Thundra's attention. She was wide eyed at the sight of Spidermonkey as the simian-like alien kicked the villainess away into one of the cafeteria tables. Spidermonkey then held out her arms and caught the student before he hit the ground. "The Spidermonkey just kicked your tuffet." The alien hero made a simian-like laugh.

"Spider-Man," Wizard said as he observed the battle before accessing the communicator in his helmet. "Finally! Dr. Octavius, we found him and he has help, transmitting now."

* * *

In another location, a hunched over figure was watching the spectacle. A mechanical tentacle flexed in satisfaction at the sight of the data being collected. Soon the secrets of Spider-Man will be revealed to him.

He made a hearty laugh before answering, "Excellent." He then turned to another screen which showed an open-lined video communication with Norman Osborn. "The Wizard has Spider-Man engaged in combat. The team will give the detailed profile of his powers.

"Good," Norman said.

"However," Octavius continued. "One of those alien heroes showed up to his aid. It apparently has similar abilities to our target."

"Really," Norman said with an intrigued voice. "Have the team also observe our little alien friend. It too can be useful to our project."

"There is the small manner of witnesses," Octavius pointed out. "Shall I have the Frightful Four destroy Midtown High?"

"Midtown!?" Norman said with shock. "No, you fool! My son is there!"

* * *

Back at Midtown High, there was a major brawl taking place. Spider-Man and Spidermonkey both were taking on the three members on the Frightful Four. Thundra tried using one of the cafeteria tables to smash Spider-Man, who quickly dodged her strikes. Klaw tried to blast him with his sound waves, but Spider-Man jumped out of the way onto one of the columns.

Spidermonkey looked to see Wizard starting to raise various items from the cafeteria with his anti-gravity tech. She then saw Klaw about to send a sound wave at Spider-Man again. Before he could, her tail fired a line of webbing at Klaw, attaching to his weapon. With a tug she made him point it at Thundra, who was sent back by the wave into a lunchroom counter. She then hurled Klaw right at Wizard, who blocked it with the tables he was controlling. The simian-like alien then turned to the arachnid super-hero.

"Spidey!" she signaled.

He nodded and went into action. He jumped down from the column before making his way towards Wizard. The tech villain snarled as he motioned the tables to crush Spider-Man. The web-clad hero jumped before he began jumping from table to table to reach the villain.

"Looks like I'm off to see the Wizard!" He quipped as he continued to jump off objects to reach the villain.

He then shot out strings of webbing at one of the tables. He gave a mighty tug before hurling it at Wizard. The villain cried out in pain as he and the table was slammed into the wall. With a pained look, Wizard fell off the wall and onto the table that hit him. He was down for the count temporarily.

"Oh yeah!" Spider-Man cheered to himself before he felt a tap on his shoulder. He looked to see Spidermonkey pointing to the lunchroom counter.

"It's not over yet, Spidey." She pointed out. Boy was she right about that.

There behind the counter, Thundra lifted herself up. It was a bit comical considering she had food in her hair and on her face. Her face however was filled with anger as she stared at the two spider-powered heroes.

"You know," Spider-Man spoke up. "Cream corn is really a good color on you."

"Might I suggest also a side of mashed potatoes to liven up the look?" Spidermonkey then added along with a simian chatter.

Thundra cried out in anger and as a result she smashed the lunchroom counter to pieces. Spider-Man jumped into the air and sent two strings of webbing at the super strong villainess. However, she grabbed both strings and used her strength to slam Spider-Man to the ground. Spider-Man grunted in pain as he lay on the ground disoriented. Thundra made this her chance to rush the downed super-hero.

Spidermonkey was about to jump in when Thundra was nearly on Spider-Man. However, Thundra suddenly slipped on a plate of gelatin, which was slid in front of the villainess, and slid into a pile of broken tables knocking her out. The female alien then looked to see Mary Jane smiling as she was recording the event. Spidermonkey had a feeling that she was the cause of Thundra's tumble.

"Here's my first front page story," Mary Jane said to herself.

As she was recording, Klaw caught sight of her. He then used his sound weapon to blast the camera to pieces from Mary Jane's hand. She cried out in pain as she held her hand. Harry rushed right in front of Mary Jane to defend her.

"Hey," he shouted at Klaw. "Leave her alone!"

Klaw's eyes narrowed as he then blasted the young Osborn. Harry cried out in pain as he landed on his back and was knocked unconscious. Mary Jane gasped as her friend was hurt by the villain. Spidermonkey gasped as well to the turn of events. Spider-Man pushed himself up and saw the aftermath of what happened with widened eyes.

"Oh no, Harry!" he nearly shouted.

"This school is filled with would-be heroes," Klaw negatively commented.

 _ **(Oh that does it now!)**_

"Hey, Klaw," Spidermonkey shouted, catching the villain's attention. "Have a taste of your own medicine!"

With that said, she then slammed the dial on her chest causing her to be enveloped in a flash of green light. Her body drastically changed as her body's height shrunk by a foot. Her entire body was covered in a suit similar to Klaw, however, hers was all white with a few added features. On her back was a square appendage resembling an MP3 player with a port on it decorated with a 10 symbol and what looks like cassette tapes on her lower legs. She had circle-shaped indents on the back of her hands which were green. The dial of the Omnitrix was on her chest.

After the light died down, a small, white amplifier-like alien was standing before Klaw before shouting out in a high-pitched, feminine and robotic voice, " **Echo Echo!** "

While the students were in awe by the transformation, Klaw himself was shocked at what happened. However, that shock immediately went away while looking down at the little female alien. To him this would be a piece of cake.

"What are you going to do?" His asked in a joking manner. "Cuddle me to death?"

"No." Echo Echo simply replied. "I. Have. Something. Else. In. Mind."

She crossed her arms, to Klaw's confusion. In an instant, several copies of her formed a front line in front of the villain. This shocked the villains and impressed the students and Spider-Man. Echo Echo and her copies grinned, causing Klaw to slowly back away.

"Ready. Girls?" she asked her copies. The copies gave an affirmed nod to the original before shouting the attack. "Wall. Of. SOUND!"

From her and the copies mouths, a blast of ultrasonic sound waves fired at the villain made of sound. He was hit with full force by the attack, causing him to crash into lunchroom counter. The villain slumped as he was down at the moment. Echo Echo's copies then merged back with the original, who looked to Spider-Man giving him a thumbs up. Spider-Man replied with the same gesture.

Suddenly his Spidey Sense went off, which told him danger was behind him. He turned to see Thundra about to give him a left hook. On reaction, he gripped her left wrist in his right hand stopping the attack in its tracks.

"Let's dance!" He said in a mocking tone.

Using his webbing, he used it to wrap around her while spinning her like a top. The result caused Thundra to be wrapped in webbing, encasing her in a cocoon of webbing. The super strong villain tried to free herself but the webbing was strong. This caused the students to cheer at Spider-Man. Unfortunately for them they were immediately lifted into the air thanks to Wizard's anti-gravity amplifier disks. Spider-Man looked as Wizard grinned, using the students as a hostages.

"Floating hostages," Wizards said to himself. "Spider-Man won't dare attack."

Spider-Man grabbed and then lifted up a still struggling Thundra, looking like he was about to toss her at Wizard. Wizard immediately put his hands in front of him, causing the students to shield him. Spider-Man immediately saw this opportunity and went into action. He tossed aside Thundra, dove and slid under the students and villain until he was behind Wizard.

"Real smart, Wiz," Spider-Man mocked. "You left the backdoor open."

Without hesitation, he fired two strands of webbing at Wizard's back. The latched onto him as the villain looked behind in shock. Spider-Man then gave a major tug, causing the tech villain to scream as he crashed into a pile of chairs and tables. Wizard burst from the pile only to stare wide-eyed in front of him. There, five copies of Echo Echo were waving at the villain with a grin on their faces.

"Hi!" all of them said. They then began screaming out waves of sound at Wizard.

From that attack it caused Wizard crashed through the cafeteria doors to be knocked into the halls of the school. There, Wizard slid across the floor before slamming hard into one of the lockers at the end of the hall. The villain groaned as he was down for the count again. Spider-Man and Echo Echo entered the hall, where they looked at Wizard then at each other and high fived.

"Spider-Man and alien dude," a voice said causing the two heroes to look to the side.

There they saw Flash Thompson smiling at them, with his football jersey opened revealing a Spider-Man shirt. "Flash Thompson, I'm your biggest fan. Let me help, bros!" Spider-Man and Echo Echo looked at one another before the spider hero winked at the female alien.

"Definitely, bro," He said before opening a locker next to him and gestured to it. "Step in!"

Flash eagerly followed the order as he got into the locker before looking at Spider-Man. "Now what?"

"Wait for my signal," Spider-Man told the jock. "Jump out and we'll surround them. Remember, wait for my signal."

After saying that, he closed the locker. He inwardly felt good about doing that. He turned to see Echo Echo giving him a look, which was a raised brow, crossed arms and a frown.

"What?" He said in an innocent tone.

Suddenly, Spider-Man's Spidey Sense went off again. Without hesitation, he grabbed the female alien hero before jumping up to a ventilation grate in the ceiling. He opened it and both crawled in just as Thundra smashed through the doors to the cafeteria. She and Klaw rushed into the hall just as Wizard recovered and joined up with them.

"Where are they?" Thundra growled as she looked around for the two heroes. She wanted to grind them into dust.

Before they could look, the sound of police sirens were heard closing in. Someone must have called the authorities during the attack. They already had been roughed up from fight Spider-Man, there is no way they'll fight the police at their current condition.

"We're not being paid to fight cops, let's go!" Wizard told them. They both nodded before making a break for it before the cops arrived.

* * *

Later various police and paramedic vehicles were parked on the curb in front of the school. Inside the cafeteria, the students were gathered after what had taken place. Some students plus Mary Jane were gathered around Harry, who was still unconscious. Nancy looked like she was about to cry considering what happened to him.

"Harry," Mary Jane spoke as she held the young Osborn. "It's MJ, can you hear me?"

During that time, Peter and Gwen made it back inside the cafeteria. Peter saw Harry and immediately rushed to his friend. Gwen watched in sadness before following after the boy. She looked to see Nancy with them with tears in her eyes.

"This is all my fault," Peter said to himself in a lowered voice.

No one heard the boy speak those words, except for Gwen. She felt just as guilty seeing one of her new friends hurt like this. If she'd reacted quickly enough, then maybe Harry wouldn't have been hurt. Her attention shifted as the sight of Harry's father, Norman Osborn, walking towards the group.

He didn't say a word as he looked down at his son. His heart ached seeing his offspring in this state. He picked up his son bridal-style and began making his way out.

"Mr. Osborn," Peter spoke up catching the man's attention. "I'm sorry."

"Why apologize, Peter," Norman replied. "What could have you possibly done?"

Gwen looked at Peter, who had a down casted look. She noticed that the students were now vacating the cafeteria. They all were probably being allowed to go home early considering the craziness that happened today. She looked around for Nancy, but didn't see her anywhere. She must have gone home as well. Looking at the boy, she then went over to him and place a hand on his shoulder. He looked up at her with the same look.

"Can we talk somewhere in private?" she simply said.

* * *

Before long, both Gwen and Peter were on top of the roof of Midtown High. They wanted privacy and this was best place for privacy. Gwen looked at Peter, who leaning against a wall and had his focus on the city. She couldn't help but notice they were in a daze. She couldn't help but frown at the sight.

 _ **(He must feel like this is his worst day ever. Wouldn't blame him, considering what the Frightful Four did. I feel just as guilty about what happened. But now, I'm going to help him find the solution he needs to prevent something like this from happening again.)**_

Gwen then walked to the wall Peter was leaning on and leaned on it as well. She looked to see his focus still on the city. She sighed a bit before saying, "Quite a day, huh?"

"Yeah," he simply said.

"Peter," she continued. "It wasn't your fault."

"Yes it was," He retorted as he stood up. "It was me that Trapster placed a tracking device on. It was me who led the Frightful Four to the school, all because they were after Spider-Man."

"But it was also you who stopped them," she pointed out. "You made sure they didn't harm anyone else."

"Everyone except Harry," he replied. He felt a hand on his shoulder, looking at Gwen who had a saddened look.

"You weren't the only one fighting, either." She said. "I feel just as guilty."

"Gwen, you don't—" Peter spoke.

"Yes I do!" she immediately interrupted. "I have superpowers too! I could have stopped Klaw from harming Harry and I didn't react quickly enough." She looked down at the Omnitrix in shame. "I don't deserve these powers if I can't even help one of my friends."

"Don't say that!" Peter nearly shouted. "You and I both made a mistake. It happens sometimes. It's from these mistakes we learn to better ourselves. My Uncle Ben told me, 'With great power comes great responsibility'. With our powers, we make it our responsibility to help those who can't defend themselves. You deserve your powers just as much as I deserve mine."

Gwen gave a smile before hugging the boy, catching him off-guard. "Thank you, Peter. I really needed that."

The boy then returned the hug before saying, "Well I wasn't lying."

"Regardless," she said, breaking the hug. "There's still the subject of the matter we need to talk about."

Peter raised a brow. "Like?"

"I think we should take Fury's offer," Gwen stated. "He's willing to give us the training so that something like this doesn't happen again."

"I don't know," he said with an unsure tone.

"Look," she spoke up as she pulled out a piece of paper and written down something before giving it to him. "This is my cellphone number. If you're up to taking Fury's offer then call me first before you go. You're not alone in this."

He nodded before pocketing the number. "I'll tell you if I do consider it."

She nodded before remembering a promise she made before. "One more thing."

"Wha—" he said before he was cut off by Gwen.

Peter's eyes widened at the fact of what Gwen was doing to him right now. She was kissing him right on the lips. Peter's brain nearly short circuited to the girl's action. Luckily he didn't before Gwen ended the kiss. He blushed with wide eyes at Gwen, who too was blushing a bit. This left the boy speechless.

"In case you're wondering," She spoke before making her way off the roof. "That was thanks for saving my dad last week." She gave a wave to Peter before going the steps leading to the ground level.

Peter only stood there watching her go with a hand over his lips. A feeling inside him welled up, but he couldn't figure it out. The boy sighed in frustration. He'll worry about it later. He then made his way in the same direction Gwen went heading home.

* * *

At the Stacy house, Gwen was in her room. She was laying on her bed with her pillow over her face but not enough to smother her. Lots of thoughts were jumping in her head considering what she did and why. The main point of it was that she kissed Peter Parker, on the lips. She didn't know if she should be squealing like a school girl or groan in shame. The life of a teenager was filled with complications and crossroads.

 _ **(Oh my god! I can't believe I just did that! I know I promised myself I'd kiss Spider-Man for saving my dad, but it makes it worse because he's also Peter Parker. Not only that, I gave my first kiss to him. I guess being a hero makes you do drastic things.)**_

She lifted the pillow off of her face before sitting up. She then grabbed the remote for her television and turned it to the news. There was probably a story being covered on today's attack at the school. Heading the story was none other than J. Jonah Jameson and William Harangue.

"In a shocking betrayal of the justice system he claims to uphold," Jameson reported. "Spider-Man today led known super criminals on an attack on innocent school children. Believe me ladies and gentlemen, it gives this humble commentator less pleasure I imagine to say I told you so."

"Also," Harangue brought up. "Footage from the school shows also those alien creatures aiding the menace my colleague is reporting during that time. It also shows one of them transforming into another of the sighted 'heroes'. This goes to show that Spider-Man is not only a menace but a lunatic for allying with what appears to be an alien shape shifter. Who could forget a certain species of shape shifters known as the Skrull, who tried to invade the Earth if not for the might of the Avengers? The very individual, themself, could be amongst us right now."

"Which is why I say this, ladies and gentlemen," Jameson continued. "It is the opinion of Daily Bugle Communications that the police should warrant Spider-Man's arrest, along with his alien compatriot, and nothing less than deadly force to be employed in the pursuit of Spider-Man and this shifty extraterrestrial."

Gwen groaned as she turned off her television. How is it people like them became newscasters in the first place? Jameson she could understand, he was the head of Daily Bugle Communications. Harangue though, that was another story. That guy seemed a bit xenophobic in the head at the moment. Though, invading extraterrestrials were sometimes a common occurrence in New York. Who knew, right?

She sighed for a moment before lying back down on her bed. She stared at the Omnitrix, where the faceplate was its normal self, black in the middle of the hourglass. She wondered what it would have been like without the watch. She'd probably still go to school before making her way to college without any distractions. Boy that's going to be _fun_ , while she had the watch.

She began to close her eyes before slipping off to the land of dreams. Her breathing was calm as she dreamed away. Time seemed to pass her by as she slept. However, the sound of a ringing phone woke her up immediately.

She sat up and looked at her clock, which several hours had past. She then looked outside to see it raining and thundering. A storm must have rolled in while she was asleep. Her phone kept ringing which she immediately grabbed. Pressing a button, she answered the phone.

"Hello?" she said before a yawn exited her mouth.

"Hey, Gwen," The voice of Peter was heard on the other end of the line. This made her perk up a bit.

"Peter!" She said with more energy now. "Good to hear from you."

"Yeah," he replied. "Hey listen, I called to tell you that I'm going to take Fury's offer. Want to meet up so we can head to the Helicarrier?"

Gwen's face brightened. "Sure! Just let me get 'changed' first."

Peter laughed at the pun Gwen gave. "Alright, I'll meet you near the tall radio tower." With that Peter hung up.

Gwen smiled before pocketing her phone. She then activated the Omnitrix, selected the alien she wanted and slammed down on the core. In a flash of green light, Gwen immediately changed into Big Chill.

" **Big Chill** ," she said aloud, but not too loud for her parents to hear.

Big Chill then gave a mental command to turn on her intangibility. Immediately, her body became see through, fazing through the wall and flew outside. It was still raining as the droplets of water fell on her. She then turned to the direction of the city before flying in that direction to meet up with Spider-Man.

* * *

Around an hour or so, she arrived at her destination. There she saw Spider-Man waiting for her, waving to her. She immediately descended before landing in front of the arachnid hero. She then walked up to him.

"Sorry to keep you waiting," She said.

"It's fine," he replied. "I've been keeping 'cool' while waiting."

"The spider hero said to the moth who breathes ice," Big Chill quipped. This caused them to laugh at the joke. "So shall we head off?"

"Let's," he simply said before jumping up and web-swinging away. Big Chill giggled to herself before following after Spider-Man.

As Spider-Man swung by the buildings, Big Chill followed after with her flight. The heroes made their trek to the Helicarrier that was flying high above the tallest radio tower. Spider-Man landed on the building before making a beeline for the top. Big Chill gave her wings a strong flap before ascending after the wall-crawling hero. The two heroes looked like they were racing each other, but they weren't. They might think of doing a race later, though. Right now, all that mattered was reaching the Helicarrier.

Spider-Man reached the top of the radio tower. With a mighty jump, he reached the distance of the Helicarrier halfway before shooting his webbing at the airship. Unfortunately the webbing line cut of before it could reach the Helicarrier. Thinking fast, Spider-Man immediately equipped the S.H.I.E.L.D. Web-Shooter he was given before firing again at the Helicarrier. The length of the string had a farther reach than his regular web-shooters, which allowed it to finally stick to the hull of the airship. Spider-Man whooped a holler as he was pulled up onto the hull of the Helicarrier, before looking at his new web-shooter.

"Okay, not too clunky." He commented before Big Chill floated up near him.

"Why can't I have 'cool' tech like that?" she said with a groan.

"Don't worry," he replied. "I'm sure Fury has plans to give you something."

"Intruder alert! Intruder alert!" a monotone mechanical voice called out catching both heroes attention.

There before them, large laser turrets sprouted out of the side of the Helicarrier and pointed right at them. The turrets began firing at the heroes, who made wise to not be hit by the laser fire.

"Whoa!" Spider-Man nearly shouted as he dodged the lasers. "What is this? Blast Spider-Man and win a panda?"

"You're not their only target, you know!" Big Chill pointed out as she flew out of the way of the line of fire.

The turrets kept firing at the heroes. One of them was then webbed by Spider-Man, causing it to become ripped off its pole. As Spider-Man ran, he fired his web-shooters at the turrets, taking them out one-by-one. Before he knew it, he ran out of running space as he then began to fall off the Helicarrier with a scream. He was about to use his web-shooters to get him back on the Helicarrier, but he felt something grab him before ascending back up.

He looked to see Big Chill, carrying him back up to the airship with a smile. "Need a lift?"

"I would, thank you!" Spider-Man said thanking the female alien.

Big Chill and Spider-Man rose above the Helicarrier a bit before making their descent. Just as they landed, laser points were focused on them. There they saw more turrets pointing at them, each with laser point guiding. The lasers followed their movement, keeping them trapped. This was quite a pickle.

On the corner of their eyes, they looked to see Nick Fury, who was holding a controller of sorts. He pressed the button, which gave off a sound similar to a car's alarm being set. To say the least, that last bit was sort of comical. Without hesitation, Spider-Man removed his mask and revealing his true identity as Peter Parker, while Big Chill slammed the dial on her chest causing an emerald light to shine, and reverting her back to Gwen Stacey. Both teens saluted to the director of S.H.I.E.L.D.

"Your friendly neighborhood Ultimate Spider-Man reporting for duty, sir!" He nearly shouted in affirmation.

"Along with his partner, Ultimate Gwen 10, sir!" She added.

"Welcome to S.H.I.E.L.D. Spider-Man and Gwen 10," Fury said before walking away. "I hope you survive the experience."

This caused the two teens to go wide-eyed before looking at each other in fear.

 _ **(Uh… To be continued?)**_

* * *

 **That was** _ **quite the chapter! I hope you all enjoyed that. Also keep an eye out for any grammatical errors and such and notify in the reviews. No flames or flagging! Until next time!  
**_

 _ **Next Chapter: Great Responsibility**_


	3. Great Responsibility

**Hey guys, Aaron2014 here! Sorry it took so long to post this one, the several weeks for me were hectic. Anyways as a reminder to you all, there's no deadline when it comes to uploading the chapters. Sometimes it can be fast or sometimes I can be held back like with work or other issues. The point is be patient. Also this chapter is practically the longest I've ever written :P Anyways enjoy the chapter!**

 **(Song Starts)**

 **It started when an alien device did what it did**

 **And stuck itself upon her wrist with secrets that it hid**

 **Now she's got super powers, she's no ordinary kid**

 **She's Gwen 10. (Gwen 10)  
**

 **So if you see her you might be in for a big surprise,**

 **She'll turn into an alien before your very eyes**

 **She's slimy, creepy, fast and strong**

 **She's every shape and size**

 **She's Gwen 10 (Gwen 10)  
**

 **Armed with powers, she's on the case**

 **Fighting off evil from Earth or space**

 **She'll never stop till she makes them pay**

 **'Cause she's the brightest kid to ever save the day**

 **Gwen 10**

 **(Song Ends)  
**

* * *

 **Chapter 3: Great Responsibility**

The sun was shining this wonderful morning. Among the clouds, the Helicarrier was floating high above the city of New York. Here the airship was the main base of operations for the agency of S.H.I.E.L.D., where new agents or heroes come to be trained by the best. Right now, a training session was already commencing.

In a large training room, two heroes were side-by-side waiting for the program to begin. The hero on the right was Spider-Man, but the hero to his left was entirely different. The hero was a female wearing a white shirt and a black corset over it. Overlapping those articles of clothing was a green mini jacket with white stripes and a patch on it similar to the hourglass symbol of the Omnitrix. On the back of the jacket was a large number 10, which was colored white. She was wearing green pants as well along with green sneakers. On her head and half her face was a green mask with white eyes and black ridges.

 _ **(Hi guys, Gwen Stacy here, or Gwen 10 if you prefer? Like my new look? It's my new superhero costume. Peter noticed that I didn't have a costume to cover my human form, in case the Omnitrix timed out on me. So he whipped up this costume and gave it to me as a gift. He's real sweet. But what's even sweeter is right now, both of us are in the middle of our first training exercise with S.H.I.E.L.D. I got to say, I'm anxious to get started!)**_

All around them, blue glowing visors were seen. The lights turned on to reveal that they were surrounded by S.H.I.E.L.D. robotic soldiers, all staring down at the two heroes. They didn't move though, considering they were waiting for the order.

"This exercise will gauge your efficiency against superior numbers," Fury explained over the intercom. "Disable all attackers, you have 60 seconds. F.Y.I, Captain America did it in 10."

"Easy peasy," Spider-Man said.

"Nothing is ever easy," Gwen spoke up before activating the Omnitrix. The alien on the hologram showed a humanoid that was made of crystals. "But I'll try to give us an edge." With that she selected the alien and slammed her hand down on the Omnitrix core.

In a flash of green light, Gwen 10's body began transforming. Her organic body began shifting into a silicon-based life form. Her skeletal, muscular and skin structure was replaced with an extremely hard green crystal material. Her height increased to seven feet. Her shoulders grew a broader but more rounded her arms became bigger. Her head also became squarer with a bit of a point on the back. Her outfit was replaced with a sleeveless suit that was all black but green in the middle of the upper torso. Around her waist was a green belt with white stripes where the dial of the Omnitrix was seen.

After the transformation was complete, the new alien threw up her arms and shouted, " **Diamondhead!** "

Spider-Man looks at her in awe of her new form. "Wow! Talk about a diamond in the rough."

Diamondhead smiled. "You haven't seen anything yet."

With that, the robots began their attack. One of them tried to smash Spider-Man, but unfortunately missed the web-head as he jumped out of the way. While in the air, another robot smashed into the arachnid hero and pinning him to the ground. The other robots then began dog piling on the hero, to his misfortune.

Diamondhead's eyes widened before rushing over to aid her friend. However, she was then surrounded by more robots, each wanting a piece of her. One of them rushed at her before smashing its arm across her crystalline face. She paused a moment before turning back to the robot with a smirk on her face.

"Didn't even hurt," she said before rearing back a fist and punching right through the robot. "You on the other hand, definitely felt that."

She looked to see the other robots rushing at her. While she could punch them, she'd need a weapon to cause more damage than her fists. Suddenly, both arms shifted to that of swords, causing her to look down at them with wide eyes. She then smirked looking up at the robots about to pounce at her.

With a swift motion, she sliced and diced the robots with her sword arms. Once she did, the robots themselves began falling apart to the ground in heaps. She looked to where Spider-Man was pinned by the robots before to see to her relief him crawling out from under dog pile.

"This is more humiliating than Parker family game night," Spider-Man said.

"Remind me to ask you about that later," Diamondhead said as she lent a hand to wall-crawler. He took it and was lifted up by the crystal female alien. "Right now, we got more robots to thrash."

With that said, another robot jumped at the super-powered duo. It placed its focus on Spider-Man, who didn't waste time punching right through it. It fell over in a heap before shutting down. Suddenly, one of the robots shot out its arms at Spider-Man, catching him off guard. There it wrapped around the web-clad hero before sending a wave of electricity coursing out of the arms into his body shocking him. Diamondhead saw this before immediately rushing in.

Her arms formed swords again before she sliced off the robots arms. This in term freed Spider-Man and made the robot focus its attention on the crystal alien. She had an idea as she held out her arms at the robot. In an instant, a bombardment of small, sharp diamond-like projectiles fired out. It was like a machine gun firing crystals instead of bullets. In a manner of seconds the robot was reduced to a metal pincushion, as it sparked a bit before falling over and exploding.

Spider-Man looked at the robot and then to Diamondhead in shock. "I didn't know you could do that?"

Diamondhead shrugged before innocently replying, "Neither did I."

Suddenly from the smoke, small floating orbs were making their way to the two heroes. They tensed before going in opposite directions. There the orbs split up into two groups going after them. This first group went after Diamondhead. She looked behind her as she ran to see the orbs closing in. She looked ahead to see she was about to hit the wall. With quick thinking, she jumped to the side before rolling into a crouch position to look to see the orbs about to make contact. She raised her arms in hopes to guard, but something amazing then happened.

Suddenly, a wall of crystal emerged from the floor in front of her. The orbs then impacted with the wall, causing them to explode on contact. She looked over around the wall to see the impact points where the orbs hit, along what appeared to be splatters of green slime, causing her to shiver in disgust.

She looked at her hands with a smile before saying, "Crystallokinesis? Now that is cool!"

Her attention then turned to Spider-Man. Just like her, he was being chased by a group of orbs. He had jumped in the air as they chased him, dodging one before latching onto another. As he and the orb flew in the air, Spider-Man noticed the orb beginning to beep before the blue light on it turned red. Spider-Man's eyes widened at this.

"That's not good," he said as the orb exploded.

The explosion knocked him right on the wall of the room. Not only that but he was also covered in the same slime that Diamondhead saw. A second passed as Spider-Man peeled off the wall before falling to the ground. On the wall was an imprint of his body in the slime spatter.

He lifted onto his knees before he looked under himself in the direction behind him only for his eyes to widen. There a group of three robots and two orbs were heading right for him. He immediately got up and started fiddling with his web-shooter.

"Where did S.H.I.E.L.D. tech put the web controls?" Spider-Man said to himself. As he was messing with it, Diamondhead jumped next to him and fired at the group.

"I'll cover you," she said over her crystal fire. "Just get that web-shooter working!"

"Already on it," he said as he kept trying to find the right button. "Nope, nah-uh… Score!" After messing with it he was able to final get it to work.

In an instant, he fired a netting of webbing at the two orbs. He swung them around before flinging them towards the robots. This caused them to explode on contact, taking them down. Spider-Man had a minor celebration until one of the robot heads landed on his. Diamondhead giggled at the sight before helping the arachnid hero out. She took off the head, tossing it away before looking at Spider-Man with a smirk.

"Let's try not to get a 'head' of ourselves," She quipped.

"Ha, ha," he said sarcastically. "Very funny… "

Just as he said that, the two of them were rammed by another robot.

* * *

In the bridge of the Helicarrier, Fury was watching the entire exercise via video monitor. He chuckled a bit at the sight of the two heroes having somewhat trouble with the robots. He couldn't blame them, they were still rookies. Fury, however, wasn't the only one on the bridge at the moment. There were three others, two boys and a girl. All of them were watching this as well.

The girl was of average height. She was slender yet well-toned and lightly muscular. She had broad shoulders and long muscular legs. She wore a white cat-like suit, with claw markings on her waist and shoulders. The mask of the suit had yellow eyes, with her hair sticking out in a long, high ponytail. Around her waist was a greyish white belt with what appeared to be jade-colored tiger amulet situated on her right hip. This was White Tiger, the acrobatic one of the group.

The first boy was actually the tallest of the group. He was an African-American male with a muscular physical build. He has black hair and wore sunglasses over his eyes. He wore a sleeveless suit which was yellow on top and the rest was black. He also had metal plates on his biceps, ankles and wore yellow boots. This was Luke Cage, the strongest of the group.

The second boy was a blonde male which appears to be around the age of 17. He also has a very muscular build for his age. He wore a yellow sash around his head, which has white eyes rimmed by a narrow black line, smaller than Spider-Man's eyes on his mask. He wore a green spandex with a yellow belt around his waist and with a black dragon on his chest. This was Iron Fist, the calm one of the group.

"I finished this thing in under 20," Iron Fist commented.

"I completed mine in under 18," Luke added.

"There is no discipline in his fighting technique," White Tiger said. "He's just thrashing around hitting things. But, Fury says he's good for the team."

"Don't forget about our shape shifting friend," Luke brought up. "She's doing good so far."

"She is trying to be versatile," White Tiger said. "But whenever that web-head is in trouble, she rushes to help."

"Long roads test the horse," Iron Fist spoke in proverb. "Long dealings test the friend."

"Why is Fury testing new candidates?" a male voice said. "I didn't approve this."

The newcomer was a teenage male with a slender build and average height, equal to that of Spider-Man. He was wearing a Centurion Nova Corps costume which comes with a gold helmet that covered the upper part of his face, with a big red star on the front and white eyes. He wore a black suit with golden buttons along with gloves. This was the current Nova, the cocky one of the group.

"Look who thinks he's still in charge," White Tiger cracked at the young Nova Corps member. "That's so cute."

"If Fury thinks I'm going to lead those two into battle…" He cut off when he saw Diamondhead fighting on the screen. His eyes widened a bit. "That's not possible…"

Luke and the others, however, didn't hear him as the strong arm placed a hand on Nova's shoulder. "In your dreams you're the team leader."

"He and his friend are rough around the edges," Iron Fist spoke up. "But not without potential."

"Yeah, but he named himself 'Spider-Man'," White Tiger added. "How sad is that? And 'Gwen 10'? Don't get me started on that name."

"What were they supposed to call themselves?" Luke asked.

"Something cool that didn't scream, 'Hi, I have low esteem and identify with bugs.'" She answered. "And for her something that didn't scream out her secret identity, at least her aliens have better names."

"Aliens?" Nova said with a raised brow. "You mean she's not a Petrosapien?"

"You mean the crystal one, right?" Luke asked back.

"Yes," Nova replied. "It should be impossible that she can turn into one, because that species has been extinct for a while now."

White Tiger shrugged before say, "You can ask her about that when we meet them. The point is that both their names are ridiculous."

"You know what they say about a book and its cover, dude." Iron Fist said.

"Dude, I'll clean this Helicarrier for a month if both of them make it." White Tiger offered.

"Toilets, too?" Iron Fist added.

"Toilets, too." White Tiger repeated a reply.

"You're on," Iron Fist said holding his hand out, along with Luke and Nova.

"I'm in." Luke spoke up.

"Me, too." Nova added with a hearty laugh.

With that White Tiger high-fived them, sealing the deal for the bet they made.

* * *

Back in the training room, the exercise came to a close. Around Spider-Man and Diamondhead were heaps of robots they fought off. The training room at the moment looked like a scrapyard. Diamondhead slammed the Omnitrix dial on her belt and reverted back to Gwen 10. Spider-Man just finished tossing one of the robot arms aside as their attention was focused on a hologram of Nick Fury appearing before them.

"Next." Spider-Man said ready for more action. Gwen giggled a bit at the spider hero's determination.

"Web parachute test, red button." Nick said with a smirk. "See you two tomorrow." With that the hologram faded away.

Both Spider-Man and Gwen looked at each other in confusion before Spider-Man asked, "Parachute test?"

Just as he said it a hatch under him immediately opened up. He fell through with a scream which caused Gwen's eyes to widen in horror. Without hesitation, she immediately jumped through the hatch after Spider-Man. The hatch exited out under the Helicarrier where Spider-Man and Gwen fell downward to the city below. To say the least it was a very high drop.

 _ **(This is the craziest thing I have ever done!)**_

Spider-Man screamed as he fell. Gwen was about to scream but decided to activate the Omnitrix again. She selected the alien she wanted and slammed her free hand on the Omnitrix core. In a flash of green light, Gwen 10 became Big Chill.

" **Big Chill!** " she coolly shouted as she opened her wings and dived after Spider-Man. "Hang on, Peter!"

"To what!?" he shouted. "I'm falling to my doom here!"

"Press the red button on the web-shooter, like Fury said!" Big Chill replied a shout at the web-head.

Listening to her, Spider-Man immediately pressed the red button. From the web-shooter, a string of webbing shot out before it formed a parachute above. Spider-Man sighed in relief as he slowly began his descent to the city. He looked to see Big Chill floating next to him with a grin on her face.

"So," she spoke up. "Float here often?"

Spider-Man sighed, "Please don't…" This only made Big Chill giggle at him.

* * *

On the ground, a limo surrounded by men in black suits was opening the door for Norman Osborn. He arrived at the hospital to check on his son's condition. He heard from the doctor he was going to make a full recovery. However, at the moment he was in the middle of an important conversation on his phone.

"You have the surveillance images taken last night of Target S?" Norman said.

"I'm sending them through now, Mr. Osborn." Octavius said over the phone. "I also added a few data files over the shape shifter, who I dubbed Alien-X, and her forms from various surveillances."

"I won't have Fury getting his hooks into my prize," Spider-Man will be owned by Oscorp, not S.H.I.E.L.D. Tell your agents to find him. He's probably right under your nose."

"And if they are also to find the shape shifter?" Octavius asked.

Osborn smirked. "Well she'll be quite the bonus."

Unknown to Osborn and his bodyguards overhead, Spider-Man and Big Chill were floating by via wings and parachute down an opposite street. Big Chill turned to Spider-Man before saying, "I'm going to head to school. You okay on your own?"

Spider-Man nodded before answering, "Yeah, I'm going to swing by the hospital to give Harry his homework. See you at school!"

Big Chill nodded. With a flap of her wings she started flying in the direction of Midtown High, leaving Spider-Man to descend slowly down to the streets. His face scrunched up before keeping his legs close together, pressure was felt on the inside.

"I knew I should have gone to the bathroom before training," he said as he continued his descent.

* * *

At Midtown High, Gwen was putting her books into her locker before grabbing her backpack. Today's training really took it out of her. Then again it was S.H.I.E.L.D. training, that's probably the roughest kind of special op military training ever. She was lucky it was over and she can finally get home. Considering at the end of this week, her father was scheduled to be back out there in all the action again. Some things never change.

 _ **(Man I'm glad dad's going to get back to his job. He was bored most of the time, unless it was spending time with my mom. Now he'll be helping the community again and I and the other heroes will be handling the heavy hitters.)**_

As she was walking down the hall, she noticed something on one of the walls. It was a small poster around the size of a piece of paper. It had a picture of Spider-Man along with a note at the bottom saying,

" _Spider-Man: I will tell you side of the story. Call me. –Mary Jane Watson_ "

 _ **(Looks like Mary Jane's trying to get a story to land her a job at the Bugle. I know Peter might help out his friend, but he still has to think for a minute that might be a bad idea. Considering the two are best friends, she could probably figure out who he is just by his voice.)**_

"Looks like our friend is trying to get the story of a lifetime," Nancy said as she walked up next to Gwen.

"Do you think Spider-Man goes to this school?" Gwen asked.

Nancy shrugged. "Who knows? If he does then that'd just be 'pawesome'!"

Gwen laughed a bit. "You and your puns."

"You know I use them at the right 'mewment'." Nancy replied. Gwen only heartily laughed again.

* * *

The next day, Spider-Man and Gwen 10 were back on the Helicarrier. They were walking down the halls along with Nick Fury, heading for the S.H.I.E.L.D. tech laboratory. A few agents passed them by, where Spider-Man made greeting gestures to the agents. Gwen couldn't help roll her eyes before giggling at him. He looked to see Fury give him a look as well.

"What?" Spider-Man asked. "I'm just trying to blend in now that I'm an agent of S.H.I.E.L.D."

"An agent?" Fury said with a raised brow. "You're barely a newbie."

"He's not wrong, Spidey," Gwen 10 spoke up. "We're still new, so give it time before others can even consider us agents."

"Took the words right out of my mouth, Stacy," Fury replied. Spider-Man grumbled a bit but knew that she was right.

They arrived at the entrance of the lab. Nick Fury stepped up to what appeared to be a sophisticated electronic panel. Placing his face near it, a beam of light was focused on his right eye. It stayed for a second before beeping in confirmation.

"ID confirmed," a vocal computerized voice said. "S.H.I.E.L.D. Director Nick Fury." With that, the doors opened allowing entrance into the lab.

"Get in here," Fury said with a stern voice. "And don't touch anything."

They entered, where both Spider-Man and Gwen's eyes widened in awe. The laboratory was similar in size to a storage house, but with more high tech and gadgets. The first thing they saw was a large mech, it offline but it was an impressive sight. They also saw an agent testing out what appeared to be a glider crafted from something similar to Spider-Man's webbing. The final piece of tech being tested was an armored suit. The man inside the armor pressed a button on his chest similar to the S.H.I.E.L.D. logo and from the armor's back sprouted four metal spider legs, which allowed the user to scale up the wall. Gwen was amazed at the sight, but Spider-Man just shrugged.

"Eh," he said. "It's been done." He looked to see Gwen giving him a raised brow as if she was saying 'Are you serious?' "What? It already has."

The two heroes walked over to where Fury was. He wasn't alone though, the man in question was a Caucasian male that wore a S.H.I.E.L.D. uniform under a white lab coat. He had brown hair and blue eyes. He turned to them as Fury caught his attention.

"Yo, Doc." Fury said. "Meet the new kids. Spider-Man, Gwen 10, our resident tech genius, Dr. Curt Connors."

"Always glad to meet a fellow genius," Spider-Man said holding out his right hand at Connors before noticing the doctor's missing right arm. "Awkward."

Connors then pulled up his right sleeve to reveal his arm before shaking both Spider-Man and Gwen 10's hands. "A pleasure. I followed both your careers closely. Very impressive."

 _ **(I like this guy already!)**_

"Even before Director Fury approached you about joining us," Connors said. "I had my R&D team develop an array of Spider-Man inspired weaponry." Just as he said that, he gestured to the tech that was all covered in red tarps.

"What if I had said no?" Spider-Man asked with a raised brow.

Fury gave him a look before saying, "Not an option."

"He is right, Spidey," Gwen spoke up. "Plus you do need something else in case your web-shooters aren't enough."

"He's not the only one that brought inspiration," Connors spoke up. "We even designed some weaponry based on your various alien forms."

"Cool!" Gwen said before something in the background exploded. "What was—"

She was cut off when two small figures slammed in her face, causing her to yelp a bit before catching the two. She looked to see to her shock that the two were Galvans, both looking entirely different. The first Galvan was thinner and taller than an average Galvan. He wore overalls with a white S.H.I.E.L.D. belt. He was slightly cross-eyed and wore a cap on his head. The second Galvan was slightly fatter and larger than an average Galvan. He wore a S.H.I.E.L.D. uniform around his size. The fatter one glared at the taller Galvan.

"Blukic," he said identifying the thinner one as Blukic. "You were supposed to calibrate the modulator!"

"Nah, uh, Driba," Blukic said identifying the fatter one as Driba. "You were supposed to do it."

"No I wasn't," Driba argued.

"Yes you were," Blukic argued back.

"No I wasn't."

"Yes you were."

"No I wasn't!"

"Yes you were!"

"Gentlemen!" a firm shout was heard from Fury, who gave the two Galvans a stern look.

Both Blukic and Driba stood straight before saluting and both saying, "Sorry, Director Fury, sir."

Connors then grabbed the two from Gwen's hands before placing them on his shoulders and then said, "Now, you two, we'll clean up the mess later. Spider-Man, Gwen 10 allow me to introduce to you my tech assistants, Blukic and Driba."

"Greetings and salutations, heroes!" Driba said with a wave.

Blukic also waved before saying, "Howdy!"

"What exactly are they?" Spider-Man asked.

Before Connors could explain, Gwen spoke up, "They're aliens known as the Galvan from the planet Galvan Prime. They're practically the smartest beings in the Milky Way Galaxy."

"And how could you possibly know that?" Fury said with a lifted brow.

"I received a hologram message," She said before lifting up her left sleeve to reveal the Omnitrix. "It was during the same day I received—"

"The Omnitrix!" Blukic and Driba said at the same time. This made the humans raise a brow at them.

"You know about it?" Gwen asked.

"Know about it?" Driba said. "Every Galvan on Galvan Prime knew about the Omnitrix."

"Level 20 tech," Blukic spoke up. "Created by the greatest mind on all of Galvan Prime, First Thinker Azmuth."

"Wait if the watch is Level 20 tech," Spider-Man spoke up. "What level does that make Earth's technology?"

"Level 2," Driba simply said.

"Nearing Level 3 in a couple hundred years, give or take." Blukic added.

"Speaking of tech," Connors brought up before pointing to Spider-Man's web-shooter. "You're using our web-shooter out of camo mode." Connors then walked up to Spider-Man then pressed a button on the web-shooter, causing it to become invisible.

"Oh, yeah," Spider-Man spoke up. "I had it camo-mode but then I couldn't find it." The group of individuals silently just looked at Spider-Man without saying anything until he said, "Joke! Don't you people ever smile?"

Gwen places a hand on Spider-Man's shoulder, "Don't worry, Spidey, not all of them can be winners."

Connors then changed the subject as he walked to one of the red tarps. "Over here is something you'll find particularly interesting."

"I reserve the right to be awestruck," Spider-Man said.

"I second that," Gwen added.

Spider-Man began reaching his arm out towards the tarp, hoping to unveil the wonderful piece of tech underneath. Suddenly, a metal switch stick smacked itself right on Spider-Man's hand. He cried out in pain as he held his hand as if to try and soothe it. Gwen was shocked at the turn of events as she and Spider-Man looked to see the perpetrator behind it. It was Fury's right-hand man, Agent Phil Coulson.

"Hold it," He sternly told Spider-Man before turning to Nick Fury. "Director Fury, I've never questioned your choices when it came to the others."

Both Spider-Man and Gwen 10 looked at one another in confusion before saying at the same time, "Others?"

"But in this case," Coulson continued. "We're dealing with two complete wildcards. Daily Bugle Communications call Spider-Man a threat to public safety."

"But I'm so cuddly," Spider-Man quipped. This caused Gwen to giggle at him.

 _ **(I can't argue with that logic.)**_

"Not to mention they also said our little shape shifter here is a threat to humanity itself," Coulson said. This caused Gwen and Spider-Man to give Coulson a minor glare.

"Spider-Man and Gwen 10 are my responsibility, Coulson." Fury stated. "That's what they're here for, to learn responsibility."

"We'll see," Coulson simply replied before walking away.

Gwen leaned to Spider-Man before whispering, "That guy was kind of a…"

"A dick?" Spider-Man replied back with a whisper. Gwen nodded as the web-swinger gave a minor shrug. "I call them like I see them. Now then, time to see what's behind Curtain #1."

Spider-Man then removed the tarp and Gwen 10's eyes widened in amazement. It was a motorcycle, except more high tech than those you see at regular dealerships. Its coating was marine blue with parts of grey on it. On the top of it near the accelerator bars, there was a symbol of a red spider. To Gwen it was an impressive piece of a motorized tech. To Spider-Man however, he was confused beyond belief.

"We call it the Spider-Cycle," Connors said.

"Uh, yeah," Spider-Man spoke up. "Useless."

Hearing that shocked Gwen and made Doctor Connors raise a brow before saying, "Excuse me?"

"I mean, it's cool and all," Spider-Man started explaining. "But why would I need a motorcycle? I can get anywhere by 'thwip'-'thwip'." Just as he said those two words he gestured like he was using his webs.

Doctor Connors understood immediately before explaining, "I calculate you can make it to 80th to 34th Street in 3.7 minutes, while using up what I'm guessing is fairly expensive webbing and at maximum muscle stress."

"Uh, maybe," Spider-Man said with a tone of uncertainty in his voice.

"The Spider-Cycle can make it in a minute-and-a-half," Fury said before smirking. "If you're not scared 'thwip-less' to climb on."

Spider-Man narrowed his eyes at Fury's challenge before saying, "One side…"

Just like that Spider-Man immediately got on the Spider-Cycle, which had to admit was comfortable. He then felt someone mount behind him to see it was Gwen 10, who was smiling at the arachnid hero.

"What are you doing?" He said in a confused tone.

"Hitching a ride," She replied. "There's no way I'm missing this."

"Are you sure that's wise?" Spider-Man asked again. "What if something goes wrong?"

"Do you really need an answer for that?" She replied while lifting up to show the Omnitrix.

"Eh, had to try." He said before focusing on the motorcycle's controls.

Just as he grabbed the handlebars, parts of the cycle as well as the symbol lit up red. There in front of him was a holo-screen, which was for probably controlling the cycle.

"And the starter is?" Spider-Man said before pressing the orange dot on the screen.

Instantly, the motorcycle came to life as the thrusters from the tailpipes made them zoom away from Fury and the others in a burst of speed. Gwen held on tight to Spider-Man as they zoomed down the halls of the Helicarrier. Making sure to not crash into the walls or any nearby agent, both heroes were practically screaming at the top of their lungs. Their eyes widened in horror as the sight of an incoming wall made them scream again.

"Brake!" Spider-Man shouted as he pressed a button similar to a parking brake on a regular motorcycle. He got a different outcome though as a compartment on the side of the cycle opened up revealing a gun, which fired a blast of energy at the wall making a hole leading outside. "Not break!"

In an instant, they and the bike sped out of the hole and out the Helicarrier. Spider-Man held onto the cycle, while Gwen 10 held onto Spider-Man. Gwen had her eyes closed shut considering she was scared out of her mind. She prayed to the holy divine that she and Spider-Man would make it out of this predicament.

 _ **(Oh sweet mother of god, if I make it out of this remind me to smack Peter upside his head for this!)**_

"Not a problem," Spider-Man said before extending his arm up. "I'll just pop up another parachute and… " Just as he fired his webbing, only a small string of it came out indicating he was out of it. "Okay, now I'm scared 'thwip-less'!"

"Kids!" Fury's voice called out causing both Spider-Man and Gwen 10 to look around. "Down here." They looked to see his face on the cycle's holo-screen via video communication.

"Hey, Nick," Spider-Man said casually. "We're a little busy falling to our doom right now."

"That button with the web icon," Fury informed, which Spider-Man and Gwen saw an animated web icon on the screen. "Punch it, and hold on tight."

"You heard him, Gwen," He said, which the blonde girl complied as she held on tight as he pressed the icon on the screen.

Suddenly, a compartment on the underside of the cycle opened up revealing a double-sided web-shooter on a pole. It fired, creating a line of webbing from a skyscraper to another. The Spider-Cycle landed on the line of webbing and was treading over it like it was on a road. Spider-Man and Gwen were impressed by the function as they sped across the line.

"That's the web track feature," Fury explained to the two teen heroes. "Internal GPS targets the best places to shoot it."

"Works great," Spider-Man said as he saw he and his friend were about to hit the other skyscraper on the other end of the line. "But we're running out of room."

"Hit the thrust button." Fury informed him again.

Both Spider-Man and Gwen both see a flashing icon on the screen. It showed an icon of a soaring fireball. Spider-Man immediately pressed it, causing the cycle to do a wheelie and use its boosters. They then landed on the side of the building and were scaling the walls, which shocked the heroes. They were actually driving on the side of the building and not falling off.

"Sweet!" Spider-Man said aloud. "You do know this is impossible, right?"

"Who cares?" Gwen practically shouted in excitement. "This is the coolest thing ever!"

On the holo-screen, Nick Fury's face switched to Curt Connors. "I and my associates engineered the bike to ride smoothly at any angle. Try it again."

Without hesitation, Spider-Man activated the boost again. They then boosted from one building onto a Daily Bugle Communications billboard, with Jameson doing another Spider-Man bashing report. Spider-Man then utilized the brakes and the accelerator to give the onscreen reporter a comical mustache mark. Gwen laughed a bit at the sight before they continued on their way.

Both of the teens screamed a bit as they zoomed vertically down a building. There they then jumped onto the city streets, trying to dodge incoming traffic or pedestrians. They then ended up on the sidewalk where they nearly hit a small blood hound sitting in the middle. Luckily the wheels split into two, allowing them to angle out of the way of the idle canine before getting back onto the road.

"Kid, what's wrong with you," Fury asked with a stern voice. "You act like you've never driven before."

 _ **(Is he really asking us about that?)**_

"I don't even have a learners permit," Spider-Man answered.

"You what?" Fury asked in shock.

"It's New York," Spider-Man replied back. "Who needs a car?"

"Um, Spidey, incoming pedestrians!" Gwen 10 shouted as she pointed ahead.

He looked ahead to see a group of people crossing the street. He revved up the cycle to allow them to wheelie before its special mechanics made it jump over the people. That wasn't the end of the madness, however, as they were about to hit a sixteen-wheeler truck. Thinking fast, both he and Gwen leaned enough to slide underneath the truck to the other side safely.

They then sped down the road, where vehicles were driving in the opposite direction. Both teens screamed a bit before they came to a small bridge overpass. Spider-Man steered the bike to allow them to loop under the tunnel before speeding off into the opposite direction.

Both Spider-Man and Gwen's eyes widened to what they were heading for next. There in front of them was a school bus full of children. Both of them screamed, until the Spider-Cycle's front wheels split in two before springing the two riders above the bus.

It wasn't before long they smashed through a "Road Closed" sign into a construction site. As they landed, they were not in the clear yet. There in front of them was another sixteen wheeler truck, this one, however, was idle.

Without thinking, Gwen activated the Omnitrix and slammed her hand down on the core. In a flash of green light her body began to rapidly transform. Her height increased to over 12 feet. An extra pair of limbs sprouted from under her arms to give her four arms. Huge masses of thick, strong muscles grew all over her body, especially in her upper body though she was still more slender and feminine. Her skin color changed to crimson red, having four green eyes, shoulder-length blonde hair on her head and two front toes on each foot. Her outfit changed to that of a skin tight black tank top shirt with one large green stripe in the middle and black pants. On her four hands were long sleeved, green fingerless gloves. Around her waist was a green belt with a white horizontal stripe in the middle. On it was the dial with the symbol of the Omnitrix. In less than a few nanoseconds the transformation was complete.

" **Four Arms!** " the four-armed female alien bellowed. This made Spider-Man look behind him with eyes widened in awe.

"Keep the bike steady," She said. "I'm going to clear you a path."

Just as she said that, she then jumped ahead from the bike and landed in front of the truck. With ease, she then lifted the truck above her head. She looked behind her to see Spider-Man still heading towards her on the bike, but that wasn't the only thing she saw. In the air she saw an unknown figure flying towards Spider-Man covered in a veil of blue energy.

Before she could tell Spider-Man, the figure zoomed in and lifted Spider-Man off the Spider-Cycle. Once there, she saw a female figure next to her rush to the bike before mounting it and bring it around to stop. There waiting for her were two other individuals, where the first one placed their foot on the wheel of the cycle. Four Arms then placed the truck down just as Spider-Man was set down beside her by the flying individual before he landed next to the other three.

"I appreciate a hand now and then," Spider-Man said as he was cleaning himself up a bit. "But I really didn't need to be saved by… Who're you guys?"

The first one to start the introduction put his fist into an open palm before bowing his head a bit. "Iron Fist, namaste. Iron Fist, Kung Fu master with fists of well… iron."

The female spoke next. "White Tiger, acrobatic ninja with steel claws and cat powers." She then pointed to the tallest boy of the group. "The big guy here is Luke…"

"Power Man." Luke or Power Man interrupted. "If he calls himself Spider-Man then I'm calling myself Power Man. It's cool and doesn't scream 'I have low self-esteem.' Super strength and bullet proof skin."

"Okay, Power Man." White Tiger replied.

"And we've already met Captain Buckethead," Spider-Man said pointing to the flying individual.

Four Arms then quipped, "Able to carry two buckets of water in a single…"

"The name's Nova, creeps." Nova interrupted Four Arms with a scowl on his face.

"Nova Creep," Spider-Man said with a thought.

"Catchy," Four Arms added with a snicker.

"It actually Nova, the Human Rocket," The helmet wearing teen replied with a frown.

"Okay," Spider-Man replied. "Now if you'll excuse us, we have to get this bike back to HQ. You see, we're with S.H.I.E.L.D."

"Small world," Power Man replied with a smile.

Both Spider-Man and Four Arms look at each other before looking back at the group of heroes, where Nova was giving a grin at them. That's when they realized.

"Oh, no," Spider-Man muttered.

"Oh," Four Arms said to the four heroes. "You guys must be the 'others' Agent Coulson was talking about." She slammed the dial on her belt and reverted back to Gwen 10 in a flash of light then held out her hand to them. "It's nice to meet you guys. I'm Gwen 10."

"We know," Power Man said shaking her hand. "We saw you and the web-head training the other day."

"You guys saw that?" Gwen said with a hint of embarrassment in her voice.

"It was okay," White Tiger replied. "You were quite versatile, unlike your web-headed friend."

"We're still new to this," Gwen pointed out. "Besides I think this is a great opportunity to get to know our…"

The sound of the Spider-Cycle was heard speeding off. They looked to see Spider-Man zooming away on the vehicle out of sight from the group of heroes. Gwen frowned a bit at this if not a bit saddened.

"…teammates." She finished as he drove off.

"That was a bit harsh," Nova spoke up with an annoyed tone.

* * *

Back on the Helicarrier, there was a heated debate going on. Gwen watched as Spider-Man was having a major discussion with Coulson about the current situation. Gwen couldn't help but shake her head as she and the other heroes listened in.

"No, no, no, no, no." Spider-Man said. "I never signed on to be part of a team."

"It's not a team," Coulson tried explaining. "It's a program. If you'll just let me explain."

"No!" Spider-Man said. "Nix! Nein! Nyet! Na-uh! No way! Never!" With that, Spider-Man then exited the bridge heading for a nearby exit.

"I win the bet," White Tiger said with a smile before raising a fist in victory. "No toilets for the Tiger."

"Pardon?" Gwen said with a raised brow.

"You see," Iron Fist said. "White Tiger made a bet with us if both of you made it, she'd clean the entire Helicarrier for a month. However, since Spider-Man is quitting she wins."

 _ **(Not if I have anything to say about it.)**_

Gwen then started making her way after Spider-Man, when Power Man spoke up, "Hey, where are you going?"

Gwen looked at the others a bit before answering, "I'm getting our teammate back."

* * *

Outside in the city below, Spider-Man was sitting on a small ledge on the side of a building. He looked at the city below in thought. Sure it would have been awesome to train under S.H.I.E.L.D. but to do so would mean he'd train a team of heroes he didn't even know. Sure he didn't mind Gwen because she was from his home turf, plus she had an alien watch which turned her into super-powered aliens. His thoughts were interrupted by the sound of flapping wings in front of him. He looked up and saw Gwen as Big Chill looking down at him as she hovered in front of him.

"Mind if I have a seat?" she asked. He nodded and gestured next to him, which she immediately sat right next to him. "I hear you're thinking about leaving."

"Yep," Spider-Man simply replied.

"Spidey, I get it," Big Chill said. "You don't want to take responsibility for whatever happens to those other heroes."

"How would you know?" Spider-Man asked with a raised brow.

"Because I see the same look when my dad has to break in the new rookies," she replied. "Like you, he'd feel responsible for whatever happens to them. This is why he keeps them on their toes, to make them the best they could be in any situation. I bet Fury wants you to do the same thing. They may have the training, but you have more experience. I bet if they were let out onto the streets, they'd make a bad first impression."

Spider-Man chuckled at that thought. "Probably…"

"The point is," she continued. "You're not alone when it comes to this responsibility. If you want, I'd be willing to give you a hand in this."

"Really?" Spider-Man asked. Big Chill nodded in confirmation, which Spider-Man chuckled to himself. "How is it that you're good at giving advice?"

"When your dad's the police department's captain you know when to give it," Big Chill replied. "At least I'm not giving you the 'cold' shoulder, right?"

Spider-Man laughed a bit before tensing a bit with wide eyes. "Spidey Sense warning me of danger."

This made Big Chill look around, "Where is it?"

"Don't know," Spider-Man said looking in various directions. "To the right, to the left, and under?"

Suddenly a blast of sound surged forward behind them, causing them to be knocked off the ledge before landing on the lower roof below. Spider-Man was on his back as he looked to his side seeing Big Chill starting to get up. Unfortunately, a chain wrapped around the moth alien as she was flung into a brick wall, causing her to cry out in pain. He was about to jump to her aid until he was forced back onto the ground by another's foot.

He looked up to see Thundra, the owner of the foot pinning him, along with Klaw. This made Spider-Man's eyes widen as the two villains glared down at him. This just wasn't his day.

"Stay down, bug." Thundra said with an evil smile.

"Thundra? Klaw?" Spider-Man said with a raised brow.

"And the Wizard," Wizard said as he floated down in the arachnid hero's view. "Round two, Spider-Man. You lose."

"It wasn't enough I and my friend kicked your butts in front of some school kids?" Spider-Man said with a mocking tone. "Well, now the whole city is going to watch."

"You've overestimated your chances." Wizard replied. "There are still enough of us. While you, Spider-Man, are ever the loner."

With that being said, Wizard tossed an anti-gravity amplifier disk onto Spider-Man's chest. Thundra lifted her foot off the web-swing hero as he was lifted up into the air by the disk. Thundra then wrapped her chain around Spider-Man's leg, gave a tug and flung him into the opposite wall.

Big Chill got up just as Spider-Man was thrown into the wall before he was flung back into the air and held in place by Wizard. She watched as her friend struggled in the bonds of the anti-gravitational fields. This made her frown.

"You forgot one thing, Wizard," She spoke up catching the three super-villain's attentions. "He's not alone this time."

"Indeed," Wizard said with a smirk. "I didn't forget about you, little miss shape shifter. This is why we brought a friend to keep you occupied." He then snapped his fingers, confusing Big Chill.

Suddenly, she felt something wrap around her waist. She looked to see it was a metal chain which then began pulling her until she was tossed onto another rooftop. She groaned before looking up at her attacker. It was a male with a muscular build with an orange mohawk and red eyes. His face had black and white paint made to look like a white skull with a black background. He wore a black sleeveless shirt with a skull on it along with arm braces, leg braces, wrist bands, knee pads, orange pants and silver shoes with black spikes in them. He also had purple tattoos all over his body.

The man smirked at Big Chill before twirling the metal chain and said, "S'up, bro."

"Who the heck are you?" Big Chill said with a raised brow.

"Name's Fistrick," the punk-styled villain said. "My bro, Wizard, said you've been given him problems along with that spider bro. So we made a deal, I help him get Spider-Man and keep you busy then I get the tech I need for my future activities."

"Unfortunately for you, you'll find that I'm not one to be easily touched." Big Chill said before going intangible and flying towards Fistrick.

Fistrick smirked as this as he flexed his hands causing them to spark with electricity. Before Big Chill realized it, Fistrick was able to grab her with his hands while she was intangible. This made Big Chill's eyes widen until she was shocked with a high amount of electricity, causing her to scream out in pain. This forced her to become tangible again. She groaned as she looked at Fistrick.

"How the hell did you touch me?" She asked. "I was completely intangible."

"Proton field gloves, bro," Fistrick replied with a smirk. "Anything ghost-like I can catch with these things."

 _ **(Seriously? Did he just rip off the Ghostbusters or something?)**_

"You may be able to catch me," Big Chill said before smirking. "But do those gloves keep you from getting 'cold' feet?"

Big Chill then took in a deep breath before expelling a mist of liquid nitrogen at Fistrick. Ice began to envelop over Fistrick, causing him to let go of Big Chill. A few seconds later, Fistrick was frozen up to his neck where he was struggling to get free. Big Chill hovered in front of him with a smirk on her face.

"Why don't you 'chill' out while I go help my teammate," She quipped before flying off.

Fistrick groaned while he struggled and then said, "Not cool, bro."

Big Chill flew back towards the rooftop where Spider-Man and the villains were at. As she arrived she saw in horror as both Klaw and Wizard were blasting the web-swinging hero. Klaw was using his sonic blast while Wizard was firing a beam of purple energy at the hero. This caused the arachnid hero to scream in pain before slumping.

"He's out," Klaw said as he ended his attack.

Wizard ended his as well before floating over to the unconscious hero. He lifted up his head checking to see if he was unconscious. The hero didn't move and Wizard let go of his head letting it slump back down.

"Good," Wizard said. "Less trouble for us to bring him to our client."

Spider-Man's head then lifted up as he smirked under his mask. "Peeky-boo."

With that, Spider-Man used the zero gravity to his advantage. He front flipped before giving Wizard a double kick to Wizard's chest. This caused the villain to smash into the side of a building, causing cracks to form from the impact. Thundra and Klaw took one look at Wizard before focusing on Spider-Man.

"So tell me more about this client," Spider-Man asked. "Who hired you bozos?"

Thundra's face scowled at the arachnid hero before saying, "I preferred him unconscious."

Before she could react, a blast of liquid nitrogen mist covered her legs. This made ice form on her legs causing her to be temporarily stuck at the moment. She and Klaw looked to see Big Chill descend next to Spider-Man, who was still floating from the anti-gravity amplifier. She crossed her arms and looked at the super villainess with a frown.

"And I prefer you 'frozen' in place," Big Chill quipped. This caused Spider-Man to snicker at the quip.

Thundra growled as she used her strength to free her from the ice bound at her feet. She then rushed to the top of a small water tower. There she tore the metal roof/lid from it and was about to smash it down on both Spider-Man and Big Chill. Big Chill immediately got in front of Spider-Man, ready to defend him.

Just as she was about to smash it on them, another individual entered the fray. Power Man appeared from above before giving a kick to the water tower roof. This caused Thundra to become unbalanced and fall onto her back, letting the water tower roof to land behind her. Power Man's dramatic entrance caused the two heroes to widen their eyes in shock.

Suddenly, White Tiger landed on Spider-Man, causing him to look at her with more shock. Big Chill saw this and couldn't help but smile. With the entire team together, they could stop these villains no sweat.

"What are you guys doing here?" Spider-Man asked with slight irritation. "We had them on the run."

"Except for the part where you didn't," White Tiger replied before raising her hand up causing her nails to extend to claws.

Spider-Man's eyes widened before closing them as she slashed down. He opened his eyes to look to see that the anti-gravity amplifier was in pieces. This however caused him to fall on his rump while White Tiger landed on one knee with a cat's grace.

Klaw then took aim at the heroes before firing at them. The blast caused part of the roof to break off. It also caused Spider-Man and Big Chill to expertly dodge, while White Tiger was knocked to the ground by the force of the blast.

As the villain of sound dealt with the three heroes, Thundra was getting up from Power Man's previous sneak attack. She looked up to see the very hero lifting the water tower roof about to smack her with it.

"You dropped this," Power Man said with a smirk before swinging it at her.

Thundra anticipated this and caught the roof with her bare hands. She then swung it around and flinging Power Man into the water tower. From the blow, the water tower began to crumble before it fell over and knocked over the water in it. The very large mass of liquid rushed to Thundra, causing her to get swept away by it and making her fall off the roof.

Spider-Man saw this and leaped into action. As Thundra fell, Spider-Man turned behind him to fire a line of webbing to the building behind him. As the line stuck, Spider-Man then faced the falling Thundra before firing another line of webbing at the villainess. It latched at the sole of her boot, causing her to hang helplessly by the sole of her foot. It didn't help that the water then splashed all over her, causing her to get soaked.

The danger wasn't over as the top of the water tower started sliding off of the roof of the building from the rushing water. Spider-Man saw this before swinging him and Thundra to the side causing the water tower top fell past them. Before it could hit the civilians below, Spider-Man quickly webbed up the water tower roof with various lines of webbing keeping it place. Thundra struggled as dangled in the air from the line of webbing.

"You miserable son of a…" She said before her mouth was covered and she was entangled in webbing. She gave a muffled groan as glared up at Spider-Man.

"Uh-uh, language Thundy," Spider-Man scolded her mockingly. "Kids are watching."

Back in the fight, an anti-gravity amplifier disk attached itself to Power Man's back. It caused him to be lifted in the air by the anti-gravity field. Power Man looked to see Wizard controlling the movement of the disk with his hand. There he then moved Power Man past the roof over the city streets. Power Man got an idea what Wizard was planning to do.

Wizard smirked before his attention was drawn behind him. He saw Nova fly past him at incredible speed. Nova then aimed his fist at Power Man before firing a beam of energy at him. The beam hit the amplifier destroying it. This in term caused Power Man to fall with a scream. However, Big Chill swooped in and grabbed him under his arms before they flew back to the roof.

Wizard then fired a purple beam of energy at the incoming Nova. Nova retaliated with his own energy beam. The two energies collided with one another causing a major explosion. The smoke cleared to show Nova the victor as he flew back towards the fray. Wizard at the moment was amongst the rubble from the explosion. His gloves sparked from the energy outburst causing him to growl in frustration.

Back on the roof, Klaw was now facing against White Tiger. The cat-powered teen against the villain made of sound. The two glared at one another as a minor standoff was taking place.

"You're supposed to be tough, Klaw," White Tiger mocked. Klaw was about to attack until White Tiger jumped onto his back. "I think you're just a lot of noise."

However she was smacked in the face by Klaw's metal claw. This caused her to become disoriented before falling off the villain as well as the building. Before she fell further, Spider-Man swooped in on a web line and saved her. He carried her as he swung back towards the roof. White Tiger regained her senses and saw her being saved by Spider-Man, which made her struggle in his grip.

"I can save myself," White Tiger growled at the spider hero.

"Except for the part where you didn't," He replied quoting her words from before.

He and White Tiger landed back on the roof in front of the group. Spider-Man then looked at the four heroes as Big Chill landed next to him before saying, "If you want to save someone, look down there."

The heroes turned to where Spider-Man was pointing to. Down below in the streets, civilians were watching the battle taking place above them. The three heroes didn't realize a crowd had formed below to watch their fight.

"Superhero 101," Spider-Man instructed the team. "We can defend ourselves, they can't. Trust me. I got these meatheads."

"You mean, we've got them," Big Chill spoke up. Spider-Man looked at her for a bit before nodding and facing the other heroes.

"Go," Spider-Man told the others. "Protect and serve."

"You heard the man," White Tiger said to her teammates. This made Spider-Man's eyes widen a bit in appreciation.

"She called me the man." He said before he and Big Chill leaped into action.

Both he and Big Chill landed on another roof, where Klaw was there in front of them. Spider-Man smirked before saying, "Hey, Shrieky. Remember us?"

To the right floating in the air was Wizard. He gritted his teeth before sending several anti-gravity disks at the two heroes. Without hesitation, Big Chill spewed a mist of liquid nitrogen at the disks causing them to freeze in a large block of ice. Spider-Man then took the initiative as he fired webbing at the incoming block which was caught in a net. He then flung it towards Klaw, causing him to stumble and bounce off him, before hitting Wizard in the chest causing him to get knocked away.

Klaw then began his attack again. He fired a wave of sonic energy at the two heroes. Spider-Man jumped to the left while Big Chill flew to the right. The wave of sonic energy it the base of a Daily Bugle Communications billboard, causing the grating to be ripped apart before the board itself fell to the streets below. The civilians below screamed in terror as billboard was about to fall on top of them. Suddenly, Nova flew in fast towards the billboard.

"Heads up, rubbernecks," Nova shouted

Before they could blink, Nova smashed into the billboard head on. The billboard shattered to pieces but Nova wasn't done yet. Using his speed, Nova continued to smash into the billboard debris. The civilians looked up in amazement as Nova completely destroyed all of the falling debris before it reached them.

Back on the roof, Klaw had sent out a sonic blast at Spider-Man. It hit him and caused him to fall off the roof. Big Chill saw this before turning to Klaw with a glare. The sound villain returned a glare back.

"You're next," Klaw said.

"Are you talking about me," Big Chill asked before pointing behind her. "Or him?"

Klaw looked to see on another rooftop was Iron Fist. The Kung Fu master calmly looked down at the villain made of sound. His right fist was enveloped in a glow of yellow chi energy, ready for the fight.

"Now the scream of chaos shall meet the soul of iron," He said before jumping off the building towards him.

Klaw then aimed his metal claw at the warrior ready to blast him. Iron Fist gave a mighty battle cry as Klaw fired a sonic blast at him. Iron Fist retaliated with a chi-enhanced punch at the wave. The result caused an explosion of both chi and sound energy. Klaw was knocked off the building as an end result.

Spider-Man ran on the side of the building trying to reach Klaw. With quick reaction, he fired both of his web-shooters at the villain. The two lines of webbing wrapped around Klaw's legs making him dangle in the air. He looked behind him and paled as he saw Power Man and Nova looking right at him, both with smirks on their faces.

"Let's cut the volume." Power Man said before crush Klaw's metal claw. He then pulled Klaw down before smashing his fist into the villain's face, knocking him out.

Big Chill landed next to Power Man, Nova and White Tiger before turning to Power Man and saying, "Good work, Power Man."

"It's all in the fist," Power Man quipped with a smile.

Unfortunately, their minor victory was cut short. A beam of purple energy hit the four heroes causing them to fall down in pain. They looked to see Wizard floating in the air with gloves sparking with energy. Spider-Man landed on a lamp post in front of Wizard as the villain gave him an evil grin.

"You won't escape again." Wizard said. "My gloves are powered to their maximum."

"Wait, what gloves?" Spider-Man asked with a raised brow.

"These gloves," Wizard replied with gritting teeth, lifting up his hands signifying the gloves in question.

"Oh, those gloves." Spider-Man said in a mocking realization.

Suddenly, he fired his web-shooters at Wizard. The webbing attached themselves to Wizard's gloves causing the villain to widen his eyes in fear. Spider-Man then pulled on the webbing causing the gloves to link fists together. The energy from them built up before it caused a minor explosion. The explosion sent Wizard flying until he landed on a car on the opposite end of the street. The villain groaned before passing out.

Spider-Man landed back on the street before walking over to his team. They were just getting up from the ground. He walked up to them and checked on them.

"You guys okay?" He asked gaining a few groans in affirmation.

"A little roughed up," Big Chill spoke before wrapping her wings around her in a cloak. "But I'll live."

Spider-Man nodded before turning to the others and saying, "Good job, team. We started out rough but in the end we got the job done. Let's bind these guys so the police can take them into custody."

Big Chill hummed a bit. "I feel like I'm forgetting something."

Spider-Man's Spidey Sense went off just as she said that. Without hesitation, he pushed Big Chill out of the way just as a large mechanized fist slammed into him. It caused the web-swinging hero to fly back a few feet before landing hard on the asphalt. This made Big Chill's eyes wide widen as she look to see the owner of the hand.

The owner was a large robust robot of sorts. Its coating was colored orange on its chest, arms and legs. Its hands were like that of metal claws and its feet had treads similar to that of a tank. On the part of the torso where a head might be were a row of spikes similar to that of a mowhawk. On its chest was a symbol of a skull.

"Where the hell did that come from?" Power Man exclaimed with a look of shock.

"Don't know," White Tiger replied. "Whatever that thing is, it's nothing good."

"It isn't," Nova spoke up. "That's a Class 12 Armored Mecha Suit. It's super strong, very durable and has great mobility. That sort of tech shouldn't even be on this planet."

Big Chill raised a brow at Nova before asking, "How do you know?"

"Because I'm from space," Nova replied. "It's kind of my thing to know this stuff. You didn't think Blukic and Driba were the only two extraterrestrial agents with S.H.I.E.L.D., did you?"

Big Chill shrugged. "How was I supposed to know? Anyways, we need to put this thing on 'ice'."

She unfurled her wings before flying at the Mecha Suit. She mentally activated her intangibility before continuing her course. Just as she was about to faze through it, unfortunately, she was repelled back by an unknown force causing her to become tangible again. Just before she hit the ground, Spider-Man swung in and caught the female alien. Both landed on the ground before he placed her back on her feet.

"You okay?" He asked with concern. She gave him a nod.

"I'm fine," she said. "But what the hell just happened? I couldn't faze through that suit."

"That's because the suit is surrounded by a proton field," A familiar voice said over an intercom. This caused the group of heroes to look at the Mecha Suit. "Your little ghost abilities ain't going to work on this armor, bro."

This caused Big Chill's eyes to widen. "Fistrick!?"

"Yep," Fistrick replied. "And there's plenty more where that came from."

Just as he said that, various missile ports opened up on the suit. The suit took aim at the group of heroes before sending a barrage of missiles at the group. This caused the group of heroes to scatter as the missiles hit all over the street. Parts of the road now had craters from the missile explosions, street lamps and other things were blown to pieces and parts of buildings had holes in them.

Spider-Man landed on a building before looking at the Mech Suit and shouted, "Hey! Didn't your mother tell you that missiles are a major health hazard?"

"Where do you think I get my edge from, bro?" Fistrick replied back with a raised brow. A compartment opened up on the suit's shoulder which glowed red before firing a laser of the same color.

Spider-Man's eyes widened as he jumped off the building dodging the laser. The laser impacted the building causing a minor explosion. Unknown to Fistrick, White Tiger and Power Man were trying to incapacitate the robot. Power Man was punching one of the legs while White Tiger was trying to slash through the armor. Sadly the results were unfortunate because they didn't cause a dent or scratch on it.

Suddenly, both Power Man and White Tiger were grabbed by the Mech Suit. They struggled in its grip until both were thrown by it. Big Chill swooped in catching White Tiger while Nova caught Power Man. The heroes quickly regrouped with one another by another street, while Fistrick in the suit went on a rampage.

"How the hell do we stop this thing?" Power Man spoke up. "I couldn't dent the armor, Big Chill can't faze through it and White Tiger can't slash through it."

"Even the biggest of foes have the smallest of weaknesses," Iron Fist said in proverb.

"Iron Fist is right," Spider-Man said. "Everything has a weakness."

Big Chill then turned to Nova before saying, "Nova, you know about that armor. Does it have any weaknesses we can exploit?"

Nova thought for a bit before his face brightened up with an idea. "It does! There is one weakness the armor has. It can't stand up to extreme temperatures."

"You mean like intense heat or cold?" White Tiger asked.

Nova nodded. "One thing about civilizations that were Level 12 in technology, extreme weather gives them lots of trouble."

"That means I can just freeze it," Big Chill pointed out.

Nova shook his head. "Not that simple. It needs to be flash frozen in order for the systems to shut down."

Big Chill hummed a bit in thought. She knew that her ice breath could freeze her opponents but it couldn't flash freeze them. She needed more power for that to happen. Suddenly a light bulb in her head lit up with an idea. There was a way for her to get stronger, but she never tried it before hopefully her team would be up for the plan.

"Guys," She spoke up catching their attention. "I've got an idea. Do you all trust me?"

They all looked at one another in confusion before looking back at her and Spider-Man said, "We trust you. But what do you have planned?"

Big Chill smiled. "Something 'cool' that you'll love. Jump in when I give the signal."

Big Chill then took to the air and flew over to the Mecha Suit. It was smashing various things with little regard. The others watched as Big Chill flew right up next to it.

"Hey, Fistrick!" she shouted at the suit, catching the man in the suit's attention.

"Ready for round 2, bro?" Fistrick asked in a mocking manner. "Cause there's more where that came from."

"You know, Fistrick," Big Chill said. "There are times when I have to go hero and then there are times when I have to go Ultimate."

She looked down at the dial on her chest before twisting it causing the core to pop out. The others and Fistrick were confused by this action. She then slammed down on the core of the dial which caused four spikes to pop out of the dial rim. They watched as a wave of emerald light spread across her body changing her completely. The blue parts of her body became red. Her wings and antenna also became red with that of flame designs. A tuft of a crest had formed around her eyes matching that of flames as well. They watched as the transformation was complete and a whole new hero had appeared.

She floated in the air as she shouted out in a more gravelly voice, " **Ultimate Big Chill!** "

"Whoa," Spider-Man simply said just as the others nodded.

 _ **(Like the new look? This is Ultimate Big Chill, basically a stronger version of Big Chill. How is this possible you ask? Well the Omnitrix has a function on it called the "U.E.F." or Ultimate Evolutionary Function. It basically uses a chrono-energy wave to hyper evolve my alien form to gain new abilities and become stronger. Now if you all excuse me, I got a bad guy to stop.)**_

"You can presto-chango all you want," Fistrick said. "But I'm still going to squash you like a bug."

"Not likely, Fistrick," U. Big Chill said. "Besides I've got a new bag of tricks with this new form. Speaking of which, ever hear of fire so cold it burns?"

She then gave a major inhale of air before spewing out, shockingly, fire. Fistrick's eyes widened as he commanded the robot to defend itself. It lifted up crossed arms in defense as the fire completely enveloped the suit. What shocked the others the most was that as soon as the fire hit, the robot was instantly frozen in a block of ice.

Fistrick tried to move the robot but it wasn't responding. All the screens were red with alarms and he couldn't do a thing a about it. "What's going on?"

"External and internal temperature drastically dropping," a monotone voice of the computer said. "Systems failing. Core power at 20% and dropping rapidly."

U. Big Chill turned to the others before shouting, "Now, guys! Hit him hard!"

On cue, the four heroes sprang into action. Power Man and Iron Fist together rushed toward the entrapped armored suit before both pull back their fists and at the same time punched the ice causing it to shatter. Nova then swooped in and began firing high powered energy blasts at the limbs of the suit. Thanks to the mixture of extreme cold and heat caused the limbs to snap off instantly, crippling the mech. White Tiger then landed on the cockpit part of the torso, extending her claws and was able to slice through the metal. She then was able to cut open the cockpit to reveal a shocked Fistrick looking up at the heroes.

Suddenly, a line of webbing attached itself to Fistrick's chest and instantly pulled him out onto the streets. He then was wrapped up in the same webbing before looking up with wide eyes. There before him was Spider-Man and U. Big Chill looking down at him. Fistrick gulped a bit in fear.

"S'up, bro," U. Big Chill said to the villain mockingly. Both she and Spider-Man raised their fists before giving him a combo punch in the face. Fistrick was knocked unconscious before falling to the ground.

U. Big Chill smiled before looking at Spider-Man. He looked back her before giving her a thumbs up. She returned the gesture just as the others walked up to them.

"Okay I'll admit it," White Tiger spoke up. "That was pretty 'cool'." This caused U. Big Chill to giggle a bit.

"Cool?" Nova said. "That was awesome!"

"I, for once, have to agree with Nova on that one," Spider-Man said.

"You got that right," Power Man said as well.

"Indeed," Iron Fist simply said.

Suddenly, a loud bleeping sound caught the group's attention.

 _Bleep beep bleep_

The sound was coming from U. Big Chill, specifically the dial on her chest. The faceplate was flashing a bright fire engine red. Before they knew it, an intensely bright crimson light flashed before their eyes. They covered their eyes from the light only for it to last a second. They lowered their arms from their eyes as the light died down to reveal Gwen 10 next to Spider-Man. She looked at her left wrist, where the Omnitrix's faceplate was red indicating it was in Recharge Mode.

"Crap," She muttered before speaking up. "Looks like I'm getting a lift from one of you guys back to the Helicarrier."

White Tiger then looked behind Gwen and Spider-Man before tensing and pointing behind them. "Uh, guys…"

Gwen and the other four looked to where White Tiger was pointing towards. Several feet away, there were a group of people holding cameras, from video to pictures. Several civilians were taking pictures with their smart phones. There were even a few newscasters doing reports about what happened earlier. Looks like Gwen 10 was finally revealed to the city of New York.

"Oh, boy…"

* * *

"Vandalism stuck Midtown today as Spider-Man destroyed a Bugletron billboard," Jameson reported. "Who then went to lead a group of unnamed vigilantes in a heated battle with the equally villainous Frightful Four along with a techno-punk called Fistrick."

"One of the vigilantes," Harangue spoke up as a picture of Gwen 10 was shown. "Identified as the alien shape shifter turns out to be none other than a super-powered girl who goes by the name of Gwen 10, strange name if you ask me but we leave that you the viewers."

"As always," Jameson spoke. "Daily Bugle Communications brings you the news…"

"Your agents failed, Octavius," Norman Osborn said as his face was seen on a digital screen. "I won't tolerate another disappointment."

"Understood, Mr. Osborn," Octavius replied.

"In any case," Norman spoke up. "At least your agents helped identify our little shape shifter. Have you identified the origins of her powers?"

"Indeed," Octavius replied before pulling up a close up of Gwen 10's left wrist showing the Omnitrix. "It seems her power derives from this watch-like device, allowing her to transform at will. If we were to retrieve it I could study its full capabilities."

This made Norman smirk. "Not only will we have spider super soldiers thanks to Spider-Man, but also an arsenal of this weapon. With it soldiers would be able to have any power they could dream of, oh the possibilities."

"The problem, however, is acquiring the device," Octavius pointed out.

"Yes," Osborn replied. "That is why I've asked someone to assist you in this matter. When it comes to DNA his skills are unmatched, compared to you that is."

Before Octavius could ask, one of the doors opened up behind him. The scientist turned to see a man walking in view. He appeared to be a man in his 50's. He had pale green skin, light brown eyes and shoulder-length white hair. He wore a white lab coat over a black tank top shirt and also wore brown cargo pants, long black fingerless gloves and rubber boots.

The man in question smiled at Octavius. "Dr. Otto Octavius, it is an honor to make your acquaintance."

"And you are?" Octavius asked with a raised brow.

"Dr. Aloysius James Animo," The man simply replied.

* * *

The next day at Midtown High, Gwen and Peter were enjoying each other's company as he was getting books out of his locker. The other day was crazy considering the new team and fighting the villains. Luckily they didn't have to worry about that at school.

"I can't believe you convinced Fury to let you have alone time here at school," Gwen said as she leaned against the lockers.

Peter nodded before closing his locker. "What can I say? I'm quite the negotiator when I want to be. Besides, I need my solo time."

"What about the times you and I teamed up?" Gwen said with a raised brow before making a pouty face. "Does that mean you don't like me anymore?"

Peter tensed a bit before looking away a bit as he scratched his cheek with his finger. "In truth, I don't mind that we hang out, either at school or when we're crime fighting."

Gwen smiled in approval. "I thought so."

"Oh, Puny Parker." Flash's voice called out.

"Speaking of school life," Peter muttered.

They looked to see Flash Thompson at the other end of the hall. The blonde jock smirked as he dented a locker with his fist. "Locker knocker time."

"Unfortunately," Gwen muttered.

Flash then made for a mad dash towards Peter. Before he reached him, a hand grabbed Peter by the scruff of his dress shirt pulling him out of the way. Gwen backed up a bit as Flash Thompson rushed forward before slamming into the locker before it closed behind him.

Gwen then looked to the one who helped Peter with a raised brow. There before her and Peter were four teenagers, three boys and one girl. They appeared to be familiar for some reason.

The one who helped Peter was the tallest of the four. The tall one was an African American male with physical muscular build. He had short black hair and brown eyes. He wore a beige vest with the sleeves curled to his elbows. He had a black shirt underneath and also wore blue pants.

The second boy was a blonde teen who had a muscular build and green eyes. He wore a navy blue shirt, tan pants and brown sandals. Around his neck was a metal grey necklace with a black string.

The third and final boy was a Hispanic teen with a slender build and average height, similar to that of Peter. He had black hair, tanned skin and blue eyes. He wore a light blue shirt over a white long sleeved shirt and also wore grey pants.

The girl and final member of the group was a tall Hispanic-American. She had a slender yet well-toned and muscular build, with brown eyes, brown hair reaching her mid-back, broad shoulders and long, muscular legs. She wore a green tunic with a white long shirt underneath, along with a black sash belt around her waist. She also wore strapped black high heels.

"Wait," Peter spoke up. "Do we know you, any of you?"

"Because you all look familiar for some reason," Gwen pointed out.

"Say hello to your new classmates," Spoke the male blonde before introducing himself. "Danny Rand."

"Luke Cage," The tallest one introduced before slightly nudging the other boy.

"Sam Alexander," The Hispanic introduced.

"Ava Ayala," The girl introduced with smile. "Think about it."

They thought for a moment, and then suddenly it was as if a light bulb lit up in their head. As they looked at the group of four, in their place was White Tiger, Iron Fist, Power Man and Nova until it faded back to the teens.

"Huh?" Peter simply said.

"Guys," Gwen said with a raised brow. "What are you all doing here at Midtown High?"

"Oh," Nova spoke up. "Some idiot gave Fury the bright idea we needed _me time_ away from S.H.I.E.L.D."

"FYI," Luke said. "Don't sweat the secret ID. Code of silence, you two."

"Hey, this is great," Peter said with an unsure tone. "Really, really…great. I just got to go talk to a guy."

With that Peter left, leaving Gwen with the others. The blonde girl couldn't help but shake her head. Peter was still in the phase where he didn't want to socialize with the team yet. Hopefully that would change in the near future. Without wasting time, she shook hands with each of them.

"It's nice to 'officially' meet all of you guys," Gwen said with a smile.

"At least you're taking this better than Parker," Sam said.

Gwen shrugged a bit, "I'm not one to judge. Besides this is a great opportunity to focus on the socialization of the team, right?"

Luke chuckled a bit with a smile. "This girl's got the right idea."

"If she's okay with us," Ava spoke up. "Then I bet she wouldn't mind that Coulson is the acting principal here."

This made Gwen pause a bit before saying, "Say what now?"

* * *

 **That's the end of that one folks! Remember to review, don't flame and keep an eye out for any grammatical errors for me to fix. Until then!**

 **Next Chapter: Doomed!**


	4. Doomed!

**Hey guys, Aaron2014 here! Here's the fourth chapter! To remind previous readers who reviewed about updating needs a reminder that the uploading of chapters do not have a deadline. I shouldn't have to repeat myself :/ Anyways enjoy this chapter!**

 **(Song Starts)**

 **It started when an alien device did what it did**

 **And stuck itself upon her wrist with secrets that it hid**

 **Now she's got super powers, she's no ordinary kid**

 **She's Gwen 10. (Gwen 10)  
**

 **So if you see her you might be in for a big surprise,**

 **She'll turn into an alien before your very eyes**

 **She's slimy, creepy, fast and strong**

 **She's every shape and size**

 **She's Gwen 10 (Gwen 10)  
**

 **Armed with powers, she's on the case**

 **Fighting off evil from Earth or space**

 **She'll never stop till she makes them pay**

 **'Cause she's the brightest kid to ever save the day**

 **Gwen 10**

 **(Song Ends)**

* * *

 **Chapter 4: Doomed!**

It was another day at Midtown High. Gwen at the moment was walking to the cafeteria for an honest day's lunch. It was quite a week considering her and Peter's team decided to enroll at Midtown High. She didn't mind a bit but Peter was another story. Hopefully for her, he'll lighten up a bit.

 _ **(Hello, wonderful viewers! Gwen Stacy, aka Gwen 10, here at my wonderful school of Midtown High. As you all know, a weird alien device known as the Omnitrix ended up on my wrist several weeks ago. It was created by Azmuth, the First Thinker and wisest individual in five galaxies. It was during that time I met and befriended Spider-Man, who turned out to be my high school crush, Peter Parker.**_

 _ **During that time, both of our lives were turned upside down when the super spy Nick Fury of S.H.I.E.L.D. told us that if we wanted to be ultimate, amazing heroes, he and I would have to help out a bunch of new guys. Fury stuck them in our school so now they're our classmates. Speaking of classmates, here comes one of them now.)**_

Gwen looked on the end of the hall to smile at the sight. There she saw her best friend, Nancy Chan, and her teammate Ava Ayala, aka White Tiger, talking with one another. They seemed to be having a lively conversation. Without hesitation, Gwen made her way over to hear the ending of the conversation.

"And so the cat lawyer said, "You've got to be kitten me!"." Nancy finished. This made Ava laugh.

"Oh man," Ava said between laughs. "I never thought of it that way. Where did you hear that joke from?"

"I make my own material," Nancy answered. "It helps in the right 'mewments'." Ava laughed again.

"Looks like you two are hitting it off," Gwen spoke up catching their attention.

"Gwen!" Nancy said before hugging her best friend. "We're hitting off 'purrfectly'. Did you know that Ava and I both have a keen interest in cats? With that we became 'furiends' instantly!"

Gwen smiled before saying, "That's great to hear, Nancy."

 _ **(You all are probably wondering if I would get jealous of Ava hanging out with my best friend, right? Well, the answer is no. I'm glad Nancy was able to find another friend besides me, Peter, Harry and MJ. Plus I'm glad Ava's now got a friend she can relate to here at Midtown. Though it does makes me wonder how the others are doing.)**_

"What's your damage, Parker?" A voice said catching the three girl's attention.

Down the hall they saw Peter having a heated argument with Sam Alexander, aka Nova. It was a fact amongst the team that Peter and Sam didn't get along with one another. Then again they're boys, so the testosterone and adrenaline blinded them from logical thought. Gwen knew that factor happened more with the jocks in school but it was quite common with most males. She could help but sigh at the sight.

"Those two fighting again?" Nancy asked with a raised brow.

Gwen sighed before saying, "No worries I got this."

Gwen began walking up to the two teenage boys. She could hear their voice just as she walk right up next to them.

"My table," Peter said with a frown to Sam. "Peter Parker's table and Peter's friends, I don't want to mix my chocolate with my peanut butter, get it?"

"I'm allergic to peanuts," Sam countered.

"Look," Peter continued. "You guys are cool and all in your own special ways I guess but Spider-Man does Fury's super group thing out there. In here, it's my time, my rules."

"You know," Sam said. "Words are coming out of your mouth, but I stopped caring…like yesterday."

"You're just mad coz Fury made me leader of the team," Peter berated while pointing it out.

"I am not mad, because there is no leader." Sam replied with the same tone. "But if there was, he wouldn't be a pajama wearing web-head."

Before they could react, Gwen grabbed each of them by their ears a tugged a bit. This caused them to seethe in pain a bit as they looked at the blonde female teen. On her face was a stern look, which showed she meant business.

"You two need to get along right now," She berated the two boys. "We're supposed to be a team, not be at each other's throats. If you two don't get along, so help me I'll make sure that one of my aliens gets a word in edgewise."

This made them silent a bit, however her threat wasn't the one that silenced them. Gwen felt like someone was behind her. She looked and to her shock she saw Coulson, who was the acting principal at their school. He was wearing a dark grey suit and pants along with a white dress shirt under the suit. He also wore a black tie around his neck.

His expression at the moment was stern looking at the three teens. The first meeting between her and Coulson was a rough beginning. She also wasn't fond of the idea of him being their principal. Her thoughts were put on hold when he spoke up.

"I have a better idea," He said. "You three can settle it in detention." This caused Peter and Gwen's eyes to widen in shock and fear.

"Detention?!" Both Peter and Gwen said at the same time.

* * *

Later that day, Gwen and Peter were in the detention room. They couldn't believe this was happening to them. They were good kids they'd do nothing too severe to land themselves in detention. Both of them groaned in distain as they both had their heads on the desk. The worst part was what their families were going to say after.

"My aunt is going to kill me," Peter said with fearful frustration. "Then she's going to bring me back as a zombie and kill me again."

"You're lucky," Gwen spoke up. "I've never had to be punished before. If my parents find out about this I'm probably going to have the strictest of punishments ever."

 _ **(And to point it out to you guys, I'm not lying either. I'd be lucky to get grounded for a few months.)**_

"Good job with the role-play, you guys," Coulson spoke up catching their attention. "That was perfect."

Both Gwen and Peter blinked in confusion before looking at one another. What did he mean by "role-play"? It wasn't before long that both of them looked behind them to also see Ava, Danny and Luke in seats as well. They knew that Sam was with them but they didn't notice the other three students. It was then that it hit them like a stack of bricks.

"Oh," Peter said with realization in his voice. "This was just to get us all together for a secret S.H.I.E.L.D. thing."

Gwen sighed in relief. "Thank goodness. I thought we were actually in trouble there for a second. At first I thought it was serious."

Coulson smiled. "Define 'serious'."

The acting principal then pressed a button on his desk. This caused hatches to open up under the teen's feet as their chairs leaned forward causing them to slide down into the open hatches. Gwen at the moment landed on what appeared to be a S.H.I.E.L.D. made chair. The most confusing part however was that she somehow ended up in her costume. She raised a brow in confusion before the chair seemed to propel itself forward via rocket power.

The rocket-powered chair seemed to be traveling through what appeared to be a small metal tube. It wasn't before long that an opening was seen. There the chair stopped immediately at it hit the end of the ride, causing her to fly out of the chair landing on her stomach. She groaned as someone walked up to her holding out a hand to her. She saw it was White Tiger, which she graciously accepted.

"Thanks, Tiger," Gwen 10 said in appreciation as she was lifted up to her feet.

"Not a problem," White Tiger replied.

"Move your webs," Nova's voice called out catching the two female hero's attention.

There they saw Spider-Man, Power Man, Iron Fist and Nova stuck in a dog pile. Spider-Man was sitting on top of Nova, who was trying to get out from under him. Power Man and Iron Fist were able to remove themselves from the pile but Nova and Spider-Man had yet to succeed from that.

"I had this knot in my back," Spider-Man said. "And those dumb pointy things in your helmet are just the right shape."

Both girls sighed with a shrug before both saying, "Boys."

After that, both Gwen 10 and White Tiger walked up to what appeared to be a glass pane window. They looked to see that they were somehow underwater. This caused both the cat-powered heroine and female alien shape shifter to raise a brow in confusion.

"Where are we?" White Tiger asked aloud.

"Attention," Nick Fury's voice called out on an intercom. "All S.H.I.E.L.D. personnel prepare to surface."

They watched as they appeared to be rising up from the water. There the craft they were in rose from what appeared to be the Hudson River. It was then it dawned on both dawned on White Tiger and Gwen 10. They were on the Helicarrier.

"The Helicarrier," White Tiger exclaimed. "I love this job!"

"Guess that answers your previous question," Gwen 10 said with a smile.

Back with the boys, Nova still struggled to get Spider-Man off of him. Taking no more of it, his body enveloped with nova energy before he flew off of Spider-Man. Spider-Man looked up at Nova seeing a frown on the flying teen's face.

"I don't know what you problem is webs," Nova said. "But if you wanna throw down, let's get it over with."

Gwen heard this and frowned a bit. Why did Nova have to be such a hot head? Heatblast was a literal hothead and she wasn't as bad as Nova. They were supposed to be a team and all he thought about was going toe-to-toe with Spider-Man. If it was a friendly spar she wouldn't think less of it but what Nova suggested was a full out brawl.

"In a feisty mood? Outstanding." Fury's voice said from a holo-screen catching their attention. "The court is precisely where you'll train to focus that aggression."

"Court," Spider-Man asked with a raised brow. "Like B-Ball court?"

"Court, like you come here to be judged… harshly." Fury explained.

With that said, a large shutter came together from side-to-side, catching the group's attention. Then from the floor, a large robot-like turret rose and aimed its weapons at the heroes. Various ports in the room opened up revealing more turrets pointed at the heroes. Gwen couldn't help but gulp at the sight.

"Should've called it the bathroom," Spider-Man said to himself. "I just webbed my shorts."

"Bet your web-shooters I can take down more drones than you can," Nova betted with a sure tone.

"First to ten kabooms wins," Spider-Man replied the conditions of the competition.

It was then they leaped into action. A large barreled turret aimed at Spider-Man before Nova destroyed it with an energy blast, earning him a point. Spider-Man then saw the robot-like turret aiming its weapons at Spider-Man, which he retaliated with his web-shooters. The webbing jammed the turrets weapons, causing it to overload and explode, earning him a point. One by one, Nova and Spider-Man kept destroying turrets.

In the background, the group watched the two heroes going all out. Gwen could help but shake her head at them. They were so pig-headed to listen to Fury giving them the actual exercise they decided to rush in headstrong. She only covered her eyes with her hand before shaking her head again.

"They're so stupid," White Tiger said aloud.

"I can't help but agree with you there," Gwen 10 replied as she and the others watched the ending of the aftermath.

Just as they both took out the last of the turrets both of them shouted, "In your face!"

"Gentlemen!" Fury said catching their attention. "The object of this exercise was to cross the room without setting off any traps."

"He said that?" Spider-Man asked with widened eyes. "When did he say that?"

"In the beginning," Gwen replied. "Unfortunately for you two, you both were too busy focusing on each other to listen to what he had to say."

"Oh! My oops," Spider-Man replied with an embarrassing tone.

"I was going to send you into the field today," Fury said. "But until you start working together, you're grounded."

"That's not fair!" White Tiger complained. "It was dork 1 and dork 2."

"You're going to clean up your mess," Fury replied with a stern tone. "As a team!"

Just as he said that, a medium-sized robot carrying cleaning supplies appeared from an opening in the wall. It went over to Nova and Spider-Man offering the said supplies. Without hesitating, Spider-Man grabbed the sweep broom before using a zip line web up to the ceiling of the room.

"I got the ceiling." Spider-Man said quickly as he zipped up to the ceiling.

Gwen sighed as she and the others went over to the robot. She too grabbed a broom and began to get to work. This was going to be a long day.

* * *

An hour or so later, a large pile of scrap metal was piled up in the middle of the room. Another piece of metal piled onto it as the group of heroes continued cleaning the Court. They could have gone on a mission today but instead they're cleaning a mess they didn't make. It was mainly Spider-Man and Nova's fault.

"Be the best hero you can be, work with professionals," White Tiger said to herself before glaring at Spider-Man and Nova. "I'm pushing a broom thanks to you two."

"A tornado becomes a gentle breeze," Iron Fist said in proverb. "Only as temperatures cool down."

This made everyone look at Iron Fist in confusion. Gwen sighed as she then spoke up, "He means when a bad situation happens, it always settles down in the end."

The other heroes nodded in understanding before Nova said, "Why didn't he just say that?"

"He did," Power Man said as he brought in a large piece of scrap for the pile. "He just does that. Let's just finish so we can prove what got to Fury."

Just as the last piece of scrap was placed on the pile, Nova then flew up to it and fired a continuous beam of energy at the pile of metal. The energy began melting the metal, turning it into slag. The liquefied metal then drained into a grate in the floor before disappearing completely. They were finally done with cleaning the room.

Then Spider-Man landed on the floor from the ceiling before saying, "You guys are the newbs, I've been catching baddies for over a year. Check it out: Batroc, Melter, Toad, Whirlwind, the Frightful Four and that's counting all four."

That little list however gave White Tiger an idea before she said, "That's it! Spider-Man you're a geni— you gave me an idea."

With that White Tiger walked out, the heroes blinked in confusion at what just happened. Gwen looked at the web-clad hero a bit.

"Did she almost say that you were a genius?" She asked.

"To be fair," Spider-Man said. "I totally count that as a compliment." Gwen giggled before the group followed after White Tiger.

At the moment, White Tiger accessed one of the S.H.I.E.L.D. computers looking at files of what appeared to be a list of villains. Gwen watched in amazement as the list went on. It wasn't surprising that S.H.I.E.L.D. had a list of villains, ranging how dangerous they were. Gwen got an idea to what White Tiger was thinking about.

"S.H.I.E.L.D.'s most wanted," White Tiger said. "We bring in someone from this list…"

"Instant respect," Power Man finished.

"Right," White Tiger confirmed. "Let's make sure it's someone we can handle. Ah! Lady Porcupine."

Gwen looked on the screen and saw a description of "Lady Porcupine". It only showed a mug shot of the villainess, which showed her wearing a helmet and suit where her head and back were covered in spike-like quills.

"Yawn," Spider-Man said in a mock tone. "Nova, you take that one. Bring some bandages, pal."

"As if," Nova retorted. "I'm aiming higher." He then pressed a button on the keyboard to show a new profile. "Like top of the list. Let's get him!"

Gwen looked with wide eyes at the profile Nova pulled up. It was a villain wearing what appeared to be full bodied armor along with a cape, clothing and a hood. Of all villains why did Nova suggest…

"Doctor Doom," Nova said with enthusiasm.

 _ **(Is Nova really serious? That's probably a trick question but seriously!? Doctor Doom!? Of all of the villains he had to choose, he chose the most dangerous one on the planet. Here's a fact about him folks. Victor Von Doom, the second smartest person in the world as well as king of Latveria. His armor is near invulnerable plus his armor is equipped with as much weaponry as Iron Man's. I believe Nova's not going to listen to reason and just go after Doom head on without thinking.)**_

"Last one to Latveria licks Fury's eye patch," Nova said before zooming off down the hall, causing various agents to drop some paperwork.

 _ **(Told you guys…)**_

"It's called impulse control, Nova, look it up." Spider-Man said as he and the others followed after the flying hero.

Gwen sighed. "This is not going to go well."

In the hanger, the group gathered in one of the jet aircrafts. They all knew Nova's plan was unintelligent but unfortunately Nova wouldn't listen to reason. He was determined to bring in Doctor Doom.

"Who knows how to fly this thing?" Nova asked the others as he messed with the onboard keypad "I wanna conserve some energy for the beat down. Never mind! Found the auto-pilot."

"Don't worry guys, I got this." Spider-Man told the three heroes. This caused the two boys and Gwen to look at one another in concern.

"We're gonna just let him get this?" Power Man asked.

"Depends," Iron Fist said. "Are we a group of solo acts, or just a group?"

"Are you serious?" Gwen 10 said with a raised brow. "We're a group. A group that's making the worst damn decision ever, going after the most dangerous man on the planet."

"Gwen's right," White Tiger spoke up catching their attention. "Turn off the testosterone. We are not going to fly to Latveria and attack Doctor Doom."

"You're right," Spider-Man said. "That would be insane. Can you talk some sense into helmet hair?"

"Finally," White Tiger said as she walked into the jet. "Someone is using their head."

Just as she walked in, the entrance into the jet closed shut. The jet's engines started up before flying out of the Helicarrier hanger. One of White Tiger's eyes twitched before looking at the group in distain.

"I hate you all," she muttered.

Gwen pointed to the boys, "Their idea, not mine."

As the jet flew over the ocean, the team was each situated in their own cockpits. The jet had a special feature where the cockpits each member was in could separate into smaller jets. Gwen had to hand it to S.H.I.E.L.D. this was pretty useful. Though right now the current situation, however, kept her from geeking out over the technology. Gwen knew she and the others weren't trained enough to take on someone like Doctor Doom. He was at the top of the list for a reason.

Since she had time on her hands, she decided the best way to pass it was to finish up her homework for school. As she got into it, a holo-screen showing Spider-Man popped up next to her. This caused her to look over at the screen.

"Let me guess," Spider-Man said. "You're doing either homework or a plan of attack against Doom."

"Homework," Gwen answered. "If this is going to be our last day as heroes I might as well finish my homework."

"You and White Tiger," Spider-Man said before raising a brow. "But what makes you say it's our last day as heroes?"

"What do you think?" Gwen replied with a raised brow. "Spidey, this is probably the stupidest plan right now. We're not trained enough to handle someone like Doctor Doom. That's mostly for heroes like the Fantastic Four or the Avengers."

"Hey we can do it," Spider-Man said. "I'm sure of it."

"And if one of us dies?" Gwen 10 asked.

"That won't happen," Spider-Man immediately replied. "Not while I'm around."

Gwen sighed. "So what are the other's doing while we fly all the way to Latveria?"

"Like you, White Tiger's doing her homework," Spider-Man answered. "Iron Fist is trying to find some tunes to 'soothe' his soul. Power Man, unfortunately, has motion sickness. Nova…" He paused a little bit before continuing. "…he was talking to MJ on his cellphone."

"You don't have to be overprotective of our friends," Gwen said. "Like you, Sam and the others are trying to make friends at school. Hell, I was happy to see Nancy making friends with Ava. They're like old friends seeing each other after being separated for a while."

"That may work for you," Spider-Man said. "But for me I try not to mix work with my social life."

"Peter," Gwen said. "These guys probably haven't had to actually socialize with people outside of S.H.I.E.L.D. They've probably lived most of their lives in doing so. Maybe it's time for you lighten up and allow them into our circle of friends. It would boost the team's morale and allow them to adapt to certain situations."

Spider-Man thought a bit before looking at Gwen. "I'll think about it."

With that the holo-screen closed ending the conversation. Gwen sighed before focusing back onto her homework. She knew it would take Peter time to adjust to the changes but she believed he could do it. After all, not only was he Peter Parker but also the amazing and spectacular Spider-Man. Heck she was a super-powered teen who could turn into aliens and that was saying much. Hopefully this trip won't end badly.

* * *

An hour or so passed as it became night with the jet entering another time zone. Gwen at the moment was resting just after she finished her homework. Schoolwork took it out of smart people like her. Her rest was also needed for the big battle coming up with Doctor Doom. She was still worried that they might lose the battle against the tyrant of Latveria.

"Latveria in 3 minutes," Iron Fist spoke up on the holo-screen, causing Gwen to wake up immediately.

She looked ahead to see her and the team's destination. There she saw the inland of Latveria, which was mostly covered in dense forests. From their point of view it looked peaceful but it wasn't anything but that considering it was home to the world's most dangerous villain. Suddenly a holo-screen appeared to her left, catching her attention, showing Nova ready to exit the aircraft.

"See you down there," Nova said with cocky tone. "For clean up."

With that, Nova exited the aircraft and flew off to Latveria. Just as Nova exited the cockpits housing Gwen and the others separated into five mini-jets, quickly following after Nova. The team looked down at Latveria in wonder.

"This is Latveria?" Iron Fist asked. "Hmm, looks… peaceful."

"Doubt it, the guy's number one for a reason." Power Man spoke up. "Do we have a plan?"

"I was gonna go to the castle and say, 'Cupcake gram." Spider-Man replied. "Everyone loves cupcakes."

"You're an idiot." White Tiger said with a frown.

Suddenly loud sound of booming caught their attention. They all looked outside and saw something similar to fireworks. However they were the same color, red-orange. This made Gwen start to worry.

"Pretty," Spider-Man spoke up. "Would that be Doom's Day?"

"Those ain't fireworks." Power Man replied.

The team then looked to see more explosions take place. Suddenly, Nova flew in with a holler as he was being chased by three incoming missiles. Nova took quick action and fired an energy blast at the missiles, causing them to explode.

On the ground, various Doom Bot turrets kept up with their bombardment of missiles at Nova. Nova zipped away from the missiles and saw another wave of them heading right for him. He smirked as he zoomed up and caused the missiles to collide with one another and explode. Several more chased after the flying teen hero as he fired more beams of energy at the incoming missiles.

"Bring it on, Doctor Dodo." Nova confidently mocked. "There is nothing you can build I can't break."

As he said that, he started making a bombardment on the Doom Bots on the ground. He fired at a few of them, causing them to blow up. Unfortunately for him, two Doom Bots jumped onto him causing him to loose balance and fall on the ground. He was then stopped by a third Doom Bot until others began dog piling him.

"Trespassing on the sovereign ground of Latveria is punishable—" A Doom Bot said in robotic monotone until it was destroyed by Iron Fist, who jumped from his jet above.

Two Doom Bots were about to engage in the battle, until their heads were ripped off by the impact of webbing from Spider-Man. Power Man was next as he ripped a Doom Bot in half before using one of the halves to smash a group of three Doom Bots. White Tiger jumped in and slashed through a single Doom Bot with her claws. It went into several pieces until it said something.

"Three days to retirement…" The robot said before it shut down completely and fell apart.

Gwen at the moment was surrounded by Doom Bots. All of them had their weapons pointed at the teen heroine ready to fire. She looked around her before she gave a smirk.

"You guys look like you need a fixer upper," She taunted the robots before activating the Omnitrix. It then showed a hologram of a humanoid blob-like being that appeared to be made of a type of circuitry or technology. She smiled as she tapped the faceplate, selecting the alien she wanted and revealed the core. "I think it's time for an—"

She slammed her free hand down on the Omnitrix core, causing her to be enveloped in a flash of green light. In an instant, her entire body was filled with Nano-organic circuitry. Her body's exterior was colored black with green stripes that resemble circuitry all over her. She wore green clothing with black stripes on it. Her body was hourglass-shaped and she had long arms and large four-fingered hands. Her feet were nothing more than stump-like in appearance. In the center of her circular face was a single cyclopean eye. On her chest was the dial of the Omnitrix.

The green light died down as the Doom Bots saw her new form as she shouted out, " **Upgrade!** "

The Doom Bots then began to open fire on Upgrade. Using her gel-like body to her advantage, she stretched and twisted out of the way of the robot's fire. She knew that dodging the fire won't end the fight so she decided to take matters into her own hands. She chose a robot out of the rest before pouncing at it. Her body then began to meld with the Doom Bot's causing black/green circuitry to spread over it. The Doom Bot's only watched as one of their comrades began to shift.

The Doom Bot Upgrade possessed grew slightly taller its body became more robust. Next, the weaponry on the bot was drastically upgraded. The laser cannons it had before became slightly larger which meant it held more firepower. It was even giving shoulder rocket launchers. Its face changed until a single cyclopean eye was seen. The eye then formed a glare before the upgraded robot pointed its weapons at the Doom Bots.

"You boys wished you had my Upgrade," The bot said in Upgrade's voice.

She then fired at the group of with her arm cannons. The volley of green energy hit several Doom Bots, destroying them in the process of an explosion. The remaining Doom Bots retaliated with their return fire. Thanks to the upgrade of the bot, its armor was stronger than the other Doom Bots. Upgrade then aimed her shoulder rockets at the remaining group of Doom Bots. She fired as various rockets zoomed toward each bot as they were destroyed in a volley of explosions. She stopped to see the damage she brought upon the robots she was fighting.

They all were completely dismantled. Each robot was torn to pieces by her assault as various parts scattered about. Feeling satisfied with herself, she then walking over to the others as they finished with their robots.

The others walked over to Nova, who had his hands on his knees in minor exhaustion. Spider-Man, at the moment, was juggling two Doom Bot heads a bit not tired whatsoever.

"Thanks for taking care of the light work," Spider-Man said. "Pros will handle it from here." He then noticed Upgrade walking up in her robot form, causing him to drop the Doom Bot heads. "Gwen?"

"Hey, guys!" She said in her voice which had a bit of a robotic tone to it. "You like?"

"Is that one of your forms?" Power Man asked.

"The form I'm in is," She replied. "The body, however, is borrowed. I just gave it a personal 'Upgrade' if you will."

"I like it," Spider-Man said with interest. "It's cool that your form can meld and upgrade technology like that."

"Well duh," Nova said in a snarky tone. "It's because she's a Galvanic Mechamorph. They've been known to be able to do that."

"Is that the name of Upgrade's species?" Upgrade asked.

"Yep," Nova replied. "Remind me to lend you my Alien Life Form Database later."

Suddenly Spider-Man's Spidey Sense went off, it was stronger than usual. "Whoa! That's some Spidey Sense."

Just as he said that, a high-powered beam of energy hit Upgrade's robot form. This caused the body she possessed to explode and scatter Upgrade into bits around the team. The teams eyes widened in horror until the pieces of Upgrade began to come together before reforming her. She was a bit dizzy and almost fell over if not for Spider-Man catching her. She shook her head and looked at the destroyed remnants of the Doom Bot she possessed.

"Aw man," She cried. "I just got that body, too!"

They then looked up in the origin direction of the energy beam. There they saw a tall man, with brown eyes. The most notable feature was the armor he wore covering his face and whole body except his eyes. Over his armor he wore a green tunic with a green hood over his face which is attached with yellow clasps on his chest. He also had a brown belt with a yellow clasp around his waist. They saw him hovering down thanks to the boosters in his armors feet.

 _ **(There he is. S.H.I.E.L.D.'s most wanted criminal and the Fantastic Four's archenemy, Doctor Doom.)**_

"Look upon me and tremble." Doom said in a strong voice. "For my face is the last thing you shall ever see. I am Doom."

"Doctor Doom, I presume?" Spider-Man said before realizing what he said. "Heh, rhyme."

"Fury dares attack Doom on sovereign ground?" Doom asked with a raised brow before raising his hand and fired a beam of red energy at the team of heroes.

One blast hits near Iron Fist and Nova, which the explosion causes them get knocked back. Doom then looks to his left before firing another red beam at White Tiger and Power Man. White Tiger dodges the beam but Power Man, unfortunately, gets struck by it causing him to be knocked back into the woods. Doom then turns his focus to Spider-Man and Upgrade.

"Okay, I'll say it." Spider-Man spoke up.

"Spidey, don't." Upgrade begged.

"We're doomed," Spider-Man said causing Upgrade to face palm. "Yeah, I went there."

"You had to say it," She muttered before focusing back on Doom.

Doom's right fist was enveloped in red energy before he punched at the two heroes. Spider-Man back flipped away from the villain while Upgrade used her natural elasticity to stretch one of her arms quickly at a tree, grabbing it and pull herself away as well. Just as Doom's fist hit the ground, spider web cracks began to form until minor fissures erupted from the force of the punch. It snaked its way to the group as it kicked up dirt and debris causing the debris to hit the others. Upgrade went wide-eyed at the sight of that attack.

Upgrade watched as Doom fired more bolts of energy at Spider-Man, who dodged each one. She then joined the others and posed at ready against the villain. Spider-Man then landed in front of them in a crouched position.

"Okay," Spider-Man said. "So you can shoot bolts, we're impressed. But! Can you surrender quietly?"

White Tiger looked at the spider hero as if he was crazy. "You're not right in the head."

"Guys," Upgrade spoke up. "Less mocking, and more concentrating on staying alive." She then slammed the dial on her chest as she was enveloped in a flash of light before becoming XLR8. " **XLR8!** "

Doom walked up before raising his hand and fired more beams of red energy at the group. One beam hit a tree causing the team to flinch before Iron Fist and White Tiger dodged. Power Man then lifted the fallen tree ready to throw it at Doom but was unfortunately blasted away by the villain. Spider-Man and XLR8 quickly dodged another blast from Doctor Doom.

Doom then had his focus on White Tiger. He kept firing blasts of energy at her but kept missing his target. Thanks to her cat-like powers, she dodged the beams of energy with skills of an Olympic acrobat. She then faced her team with an idea.

"Team, run S.H.I.E.L.D. maneuver Dugan 12." She called out. This made Spider-Man, Power Man and Iron Fist look at her confused.

XLR8 sighed before saying, "She means two hit low, three hit high."

The three boys "oohed" in realization before Power Man said, "Why didn't you say so?"

"Incoming!" Nova's voice called out as he passed the three heroes. He then fired a blast of energy at Doctor Doom, who enacted an energy shield.

"Yeah," Spider-Man said. "Like you're landing le coup de grâce, whatever that means."

( _ **I need to remember to get Peter an English to French dictionary when this is all over.**_ )

Spider-Man then jumped into action, ignoring White Tiger's warning. Both Spider-Man and Nova started bombarding Doom with blasts of webbing and energy. XLR8 and White Tiger couldn't help but sigh at their pride and stupidity.

"Stupidest boys ever," White Tiger said.

XLR8 nodded before saying, "I have to agree with you there." Suddenly, just as she said that an explosion occurred causing the four heroes to cover their eyes from the glare of the explosion. They then continued watching with wide eyes.

"As a boy, I second that." Iron Fist spoke up.

The smoke then began to clear. Spider-Man and Nova were seen with their hands on their legs panting from exhaustion. They looked down with wide eyes to what they saw before them. There on the ground was Doctor Doom, passed out with defeat. The other four hero's jaws dropped at the sight. They couldn't believe their eyes.

"Get out!" Power Man exclaimed, still shocked at what happened.

It then began to dawn on Nova as he looked down on Doom. He blinked a bit before grinning with pride. He then did what any young hero like him would do, he celebrated.

"I did it!" Nova cried out in happiness. "Woohoo, I rock!" He then looked to see the others giving him a look. "What? I do."

"First one home with Doctor Dork, gets dinner with Fury," Spider-Man's voice called out catching Nova's attention.

There he saw Spider-Man along with a webbed up Doctor Doom in a mini-jet. Spider-Man waved as Nova cried out in protest but was ignored. The pilot seat slid back into position as Spider-Man waved again before winking just as the cockpit door lowered down. The jet was rising in the air ready for takeoff. Nova quickly flew to the mini-jet and was pounding the glass with his fists angrily.

"C'mon!" Nova complained. "It's not fair!"

Just as he said that, the other mini-jets, which held the other heroes, flew after Spider-Man heading back to the Helicarrier. Nova growled before flying after the jets.

* * *

Back in New York on the Helicarrier, Fury was searching for the team of heroes. Ever since the training exercise earlier today they haven't been seen since that time. Fury then turned to the holo-screen monitor which showed Coulson in one of the classrooms at Midtown High along with two stacks of paperwork.

"Coulson," Fury spoke up. "You have any idea where our teenage heroes-in-training are?

"Sir, I'm in the middle of a crisis," Coulson replied with a tone of stress. "The school's budget is a mess. I'm trimming the fat. No more doors on the boys bathroom stalls, rougher toilet paper… Hey, maybe S.H.I.E.L.D. can donate…"

With that, Coulson's transmission was cut off. Fury just had a look of concern on his face to what happened to his second-in-command.

"Good God and Gottfried," Fury muttered. "Coulson has gone native."

"Some people just aren't meant for the high pressure world of school administration." A familiar voice spoke up. Fury turned and saw Spider-Man, who had something covered in a light brown sheet next to him as he continued. "While others are keenly suited for the butt kicking around the globe department.

A light blue blur passed Spider-Man. The arachnid hero noticed that the precious cargo he had before was no longer in his possession. He looked with a frown to see Nova had his hands on his prize.

"I caught him!" Nova said in a boasting attitude. "It was me! Totally my idea!" His lips were then sealed shut but a sting of webbing courtesy of Spider-Man, who hung upside down in front of Nova.

"Should've done that an hour ago," He said with satisfaction.

"Where have you maniacs been?" Fury asked in a stern tone.

Gwen and the other three heroes just arrived as Fury asked Spider-Man that question. He also gave them the same look he gave to Spider-Man and Nova. Gwen 10, Power Man, Iron Fist and White Tiger shifted uncomfortably as Fury give them the look. If he was stern at the moment, he was going to be steamed when he finds out what they did.

Spider-Man landed on the floor before saying, "Nicky boy, we're ready for the 'advanced class'. So to prove it, we got you a present." This made Fury give him a skeptical look before he continued. "Wanted for rocking D&D armor and a green cape in the 21st century, you know him, you loath him…The loony from Latveria, ta-da!"

With that he pulled the sheet off to reveal Doctor Doom, who was tied up in webbing. Gwen watched a bit in fear as Fury's expression went from skeptical to rising, well, fury. She could have sworn she saw a pulsing blood vessel on his forehead. Out of all of them, Spider-Man was the only one who didn't notice.

"He is so loving us right now," Spider-Man said before turning to Nova. "Except you, Nova." This caused Nova to grit his teeth at the arachnid hero.

"You kids… captured the most dangerous man on the planet," Fury asked in a non-believing tone.

"You don't have to thank me," Spider-Man said. "But I would accept a jetpack."

 _ **(A jetpack, out of all things he asked for it was a jetpack? Am I the only one to think that I should have asked for not being kicked out of team for pulling this stunt? This won't turn out well.)**_

Fury then pulled out a laser pistol, pointing it at Doom, which caused the others to tense before he said. "You didn't catch Doom, you walked him right into my Helicarrier."

"Correction, Director Fury," Doom spoke up. "They walked a MK VI holdament chassis into your Helicarrier."

"I'm guessing that's not a new washing machine?" Spider-Man asked aloud.

Gwen 10 face palmed herself before looking at Spider-Man. "You think?!"

With that Doom used his strength to break out of the webbing binds. This caused every S.H.I.E.L.D. agent to point their weapons at the world's most dangerous villain. Suddenly, Doom's eyes glowed red before, surprisingly, his chest opened up to reveal a smaller Doom. This shocked everyone as the smaller Doom produced another smaller one and the process repeated itself until there were six different sized Dooms, who were revealed to be a special variant of Doom Bot. Spider-Man, Gwen 10 and the others eyes widened in shock to the events that unfolded.

Unfortunately it wasn't over yet. The smaller Doom Bots now sported various weaponry. Some had swords for their arms while others had small missiles for hands. This caused everyone's eyes to widen even more.

 _ **(I totally called this one.)**_

The smallest of the Doom Bots then fired a red beam of energy at the group of heroes. This caused them to scatter except Power Man, who was hit by the beam right in his chest. The battle had started as the agents of S.H.I.E.L.D. fired their weaponry at the main Doom Bot, who enacted an energy dome to protect itself.

"Doom Bots, scatter and destroy!" Doom Bot Prime commanded.

The Doom Bots loyally followed the command and separated from one another. They went to different directions in hopes of causing more damage to the Helicarrier. Doom Bot Prime then blasted a hole into the ground and made his way downward. Spider-Man, Gwen 10 and Fury looked down at the hole where Doom Bot Prime went in. The hero and heroine looked at Fury, who was clenching his teeth in seething anger. They both looked each other before Spider-Man looked at Fury.

"Blood pressure, Nick," Spider-Man said. "I got this."

"I got this!" Nova called out in a sure tone catching the two hero's attention. This caused both heroes to speed out of the bridge and after the robots.

White Tiger sighed in frustration. "Isn't 'we' in their vocabularies?"

"They'll see that in the end," Gwen 10 said catching White Tiger, Power Man and Iron Fist's attention. "But right now we need a plan."

"Do you have one?" Power Man asked.

Gwen nodded before saying, "Team divide and conquer. Power Man and Iron Fist, you two go after the team of two Doom Bots. Together you'll be able to over-power the ones you encounter." Power Man and Iron fist nodded before running out. Gwen then turned to White Tiger. "Tiger, I need you to find and help out Nova. If you also happen to find any of the Doom Bots on the way, turn them into scrap metal."

"You got it," White Tiger said before asking. "What are you going to do?"

"I'm going to back up Spidey," Gwen 10 said before activating the Omnitrix. She chose the alien she want and slammed down on the core with her free hand. In a flash of green light she became XLR8.

" **XLR8!** " She shouted before her visor came down over her face. "Gotta go fast!"

With that XLR8 zoomed out of the bridge in a burst of speed. White Tiger then made her exit out of the bridge as well to track down Nova. Fury had watched this take place. He may be angry at the moment but he couldn't help but inwardly smile when Gwen took charge in Spider-Man's stead. Warm feelings would have to wait as he looked down at the hole Doom Bot Prime made. He placed his hand on his ear to activate his communicator.

"All units," He said. "Converge on the power core. We're in it deep."

* * *

In another part of the Helicarrier, the medium-sized Doom Bot was causing damage in the hall it was in. It removed a metal grating to gain access to a vent. Before it could enter, White Tiger appeared at the end of the hall and saw what the Doom Bot was doing. She rushed at the fake Doom with her claws out ready to slash it. Unfortunately she missed her target as it quickly evaded her into the vent. She sighed in frustration as she activated her wrist communicator.

"They're splitting up to do the most damage." White Tiger said in her communicator. "We need to corral them."

With Nova, he was fighting one of the other Doom Bots. This one however, was equipped with two red energy shields attached to its arms. The agents surrounding the two combatants watched as Nova fired energy bursts at the robotic Doom only for his energy to bounce off the shield.

"I'm the fastest," Nova said. "I'll get them all if bug breath doesn't blow it again."

With Spider-Man, he was fighting a single Doom Bot. This one was equipped with blades for arms. Spider-Man acrobatically dodged the blade swinging bot and landed a few feet away from it. It was about to charge Spider-Man again until blue/green/black blur slammed into it causing it to fly back a few feet into a wall. The arachnid hero looked to see XLR8 a few feet away from him, with her visor down. Spider-Man then looked down at his communicator.

"I blew it?" Spider-Man said. "This is all—"

"Shut up!" The voices of both Power Man and Iron Fist exclaimed.

With the two heroes, they were fighting off two Doom Bots. These were two of the smallest ones. The smallest one of the two, sported guns for arms which fired lasers, while the slightly larger one sported not only blade arms but also guns attached to its elbows.

"You both started this." Power Man said as he tried to fight the smallest Doom Bot. He tried stomping on the little robot, but it kept dodging him.

"To be fair," Iron Fist spoke up. "We did go along—"

"Not now, Fist." Power Man interrupted.

" _Destruction to the enemies of the almighty Doom_ ," The smallest Doom Bot said in the high pitched voice.

As it said that, it was using its lasers to burn Power Man's foot. Power Man shouted in surprise and pain as he grabbed his burned foot. He did a hot foot dance as he tried to blow on the smoked part of his foot trying to cool it off.

Back with Spider-Man and XLR8, they were still fighting off the sword wielding Doom Bot. XLR8 dodged the swipes from the bot before its focus was now on Spider-Man. It tried slicing Spider-Man to ribbons but luckily for the web-clad hero's natural acrobatic skills and enhanced reflexes he dodged each swipe at him. He then began firing webbing at the Doom Bot, who in term was slicing the webbing with its sword arms.

"We're all to blame," Spider-Man said into the communicator. "Mostly Nova, but don't worry, I got the experience I'll fix—" Suddenly Spider-Man's cellphone began ringing. This caused him to stop firing webbing at the Doom Bot and pull it out to see Mary Jane calling. "Ah jeez."

He then saw the Doom Bot about to strike him until XLR8 zoomed in front of Spider-Man and gave a double kick at the Doom Bot. This caused it to fly back a bit before landing on its feet and charged at the female alien hero again. She turned to Spider-Man before saying, "Answer it, I got your back." With that she sped towards the Doom Bot ready to fight again.

Spider-Man then answered his phone. "Hello?"

"Hey, Pete." Mary Jane said over the phone. "Any chance you're still with Sam?"

"MJ. Busy. Later." Spider-Man said as he watched XLR8 fight the Doom Bot.

"I don't know what you have against Sam but—"

"Not now, MJ." Spider-Man said before hanging up and jumped into action.

With White Tiger, she chased after the Doom Bot from before. Its arms at the moment were a compartment filled with missiles. It aimed its left arm at White Tiger ready to fire. However, White Tiger quickly slashed off the bot's arm severing it. This made the Doom Bot aim with its right arm before firing a single missile at White Tiger. She bent back before the missile could hit her as it shot forward behind her. It then impacted with the wall behind her and caused a major explosion, which in term damaged one of the engines.

This caused the Helicarrier to tilt abnormally. Several agents aboard cried out in shock and fear as the Helicarrier started falling from the sky. Alarms were going off as the Helicarrier was descending towards the ground in a crashing matter.

"They took out one of the engines." White Tiger spoke into her communicator. "We're losing stability."

"We're losing more than that," Fury spoke up through the communicator. "One of those Doom Bots is in the fusion reactor chamber. It won't matter if we keep her afloat, if that thing hits the core we're going nuclear."

XLR8 turned to Spider-Man before saying, "We can't let the Helicarrier crash either. Got any ideas, Spidey?"

"Just one," Spider-Man said before looking down at his communicator. "Nova, I have a plan!"

"I'm not taking orders from you." Nova replied with a stubborn tone.

"I'm not giving orders, bucket head." Spider-Man argued. "We have to act like teammates now or everything goes boom! If you can stabilize the Helicarrier engine…"

"While you hog all the glory?" Nova assumed.

"I'm not hogging anything," Spider-Man retorted. "You are the only guy who's a strong enough flier and maybe keep us airborne. It's a little thing I call 'working together'."

Outside, Nova had flown right under one of the Helicarrier engines. Once there he gathered energy into his palms and started pushing upward with all his might. This in term allowed the aircraft to stabilize itself and not descending more into the city. All the flying hero had to do was keep it stabilized for whatever plan Spider-Man had.

Back inside, Spider-Man spoke into the communicator on his wrist. "Guys, I'm digging deep into the S.H.I.E.L.D. play book. Pull a Code 46 triple Wendy with extra sauce."

"You're just saying words," White Tiger retorted.

"Yeah, but I have a plan." Spider-Man simply replied. "Tiger, how close can you get us to the reactor?"

Typing was heard until White Tiger said, "The reactor is in Sector 12, Quad-3… it's below us."

"Since you actually know that, tell us where we should meet." Spider-Man said.

"Follow my coordinates," White Tiger replied before the coms ended.

Spider-Man turned to see XLR8 still dodging the slashes from the Doom Bot. He then jumped in and webbed up the bot of evil. The two heroes watched as the bot struggled before breaking free of his bonds and facing the two heroes. Both sighed in frustration.

"Seriously," Spider-Man complained. "These guys are just as stubborn as the real Doctor Doom. We keep punching it and it doesn't stay down."

XLR8 thought a bit before turning to Spider-Man. "Maybe brawn isn't the answer."

"What are you saying?" Spider-Man asked with a raised brow.

XLR8 smirked before saying, "I'm saying, maybe all we need is a little—"

She immediately slammed the dial on her chest, causing her to be enveloped in a flash of green light. Her height shrunk down to four inches and her skin became grey. Her body then became more frog-like and now had large green eyes, which had rectangular pupils. Her head was bulbous and more triangular and on the lower back of her head were little spines similar to pig-tails. She wore a green jumpsuit with a black belt. The collar of her suit was black and she wore black, fingerless gloves with a green rectangle on the back. The dial of the Omnitrix was located on her back.

Spider-Man looked in awe at the new Galvan before him as she shouted out, " **Grey Matter!** "

She looked up at Spider-Man before saying, "Here's the plan. I need you to throw me at the robot."

"You want me to do what!?" Spider-Man nearly shouted.

"Don't question it, just do it!" Grey Matter argued.

Listening to the female Galvan, he picked her up before throwing her at the robot. Grey Matter landed on the Doom Bot's chest before quickly crawling to its back. Once she was there she analyzed for a solution.

"Let's see," Grey Matter muttered. "If I was a robot's control panel, where would I be?" She looked until she found the said compartment with a smirk. "Gotcha!"

She gripped the edges of the panel before pulling hard and tearing it off. She looked to see various wires and circuitry inside. She smirked in thought on what to do. She could either shut it down, rewire it for her to control it or she could reprogram it to do funny dances. However the situation required her to shut it down and that was what she was going to do.

"Okay," She muttered. "If I rewire this, pull on this and mix up this circuitry like so…"

Just as the Doom Bot was about to slice at Spider-Man, it stopped immediately. Spider-Man watched as the robot itself began sputtering as it sparked spontaneously before its head spewed smoke. It then fell over face first on the ground where Spider-Man saw Grey Matter standing on it with her arms crossed with a smirk. He blinked a bit while stunned.

"You disabled the Doom Bot?" He simply asked.

She nodded, "Just a little messing with the wiring and circuitry and the bot shorts out. Doom may be the second smartest man on the planet, but as Grey Matter I exceed past him and Mr. Fantastic."

"No argument there," He said before picking her up and ran towards where they were going to meet up with the others.

They arrived along with Iron Fist and Power Man. They saw White Tiger holding the dismembered legs of the Doom Bot she was fighting. She turned to the others as she tossed them to the ground.

"Still waiting for the plan," She said.

They then were surrounded by three Doom Bots, who were closing in on them. The heroes prepared themselves, ready to fight. Power Man noticed one person missing from their group.

"Uh guys," He spoke up. "Where's Gwen?"

Just as he said that, one of the Doom Bots began sputtering before shorting out and fell to the floor. This caught the other Doom Bot's attention as the second one did the same thing and fell to the floor in a heap. The third Doom Bot looked around for the perpetrator but unfortunately was too late. It short circuited as well and fell to the floor. The group then looked and saw Grey Matter standing triumphant on the robot. The others, except Spider-Man, were shocked at the sight.

"Now that I've awed you with my robotic skills," She said before jumping onto Spider-Man's shoulder and sitting down. "Shall we make our way for the power core?"

Spider-Man nodded before turning to Iron Fist. "Straight down, think you can handle it?"

Iron Fist smiled as his fist enveloped in chi energy. "I'm not paying for it."

Iron Fist then gave a mighty cry as he punched the floor hard with his fist. This caused the floor to crumble and allow them to fall through the hole. They were free falling as they made their way to the power core. Grey Matter however was holding onto Spider-Man's shoulder for dear life.

"Free falling through the Helicarrier is a plan?" White Tiger shouted a question at Spider-Man.

"Half a plan?" Spider-Man replied with a question and a shrug.

"At least we don't have to worry about the robots." Grey Matter spoke up. The others had to agree with her on that.

"Next stop, power core." Iron Fist said as he punched various columns in the team's way with his fist as they made their way to the power core.

* * *

In the power core, it was a warzone. S.H.I.E.L.D. agents were firing upon the main Doom Bot to keep it from destroying the power core. Unfortunately, the Doom Bot had an energy shield up and was still walking towards the agents and the core. Nick Fury continued to aggressively fire at the Doom Bot. He wasn't going to allow a bucket of bolts to destroy his base.

"That thing cannot get through," Fury said with authority. The other agents complied with this order.

Doom Bot Prime then started firing bolts of energy at the agents. It hit a few of them as he made his way to the power core. Fury kept firing until Doom Bot Prime fired a blast at him, causing him to be knocked back into a wall. The director of S.H.I.E.L.D. groaned as he looked up in horror as the Doom Bot made its way to the core. It fired upon two more agents before facing the core.

Before he could retaliate, Fury's gaze caught something from above. He heard a mighty cry as the grating on the ceiling was smashed apart by none other than Iron Fist. He was somewhat relieved that they showed up in time. He watched as the group of heroes fell through into the room.

"Power Man, now!" Spider-Man exclaimed.

Power Man complied as he grabbed both White Tiger and Iron Fist. Spider-Man then set his feet under Power Man's armpits, which the super strong teen gripped onto, and fired a strand of webbing at the ceiling. Fury watched as they swung over before landing on one of the upper grate paths. They sighed with relief as they were on solid ground.

"That actually worked," White Tiger said whose tone was actually impressed.

"Are you done patting yourselves on the back?" Fury said on their communicators.

This caused them to focus their attention below. They watched in horror as Doom Bot Prime aimed its arm cannon at the power core, which was glowing from the gathered energy.

"Regards from Victor Von Doom," Doom Bot Prime said as it was about to fire.

"I'm coming guys!" Nova's voice called out.

This caused the group to turn their attention to the right to see Nova flying in fast. Nova flew in front of the line of fire as the Doom Bot fired upon the core. The bolt of energy hit Nova, but shockingly didn't hurt him. The flying hero gritted his teeth as his body absorbed the energy bolt of Doom Bot Prime. Once it was over Nova fell to the floor, which his body gave off heat from absorbing the energy.

"Nova!" Spider-Man cried out in shock. But it didn't stop there as Grey Matter jumped off his shoulder towards Doom Bot Prime. "Gwen!"

The female Galvan landed on the floor with ease in front of Doom Bot Prime. She glared up at the bot who was giving her a similar look. There was no way she'd back down from a bucket of bolts.

"You are no threat to me, puny creature," Doom Bot Prime said. "You are not worth my time."

"Says the guy whose intellectually inferior to me," Grey Matter mocked. Anger then began to swell up in Doom copy.

"You dare question the intellect of Doom?" The bot said whose voice hinted that he was anger.

"Not question," Grey Matter replied. "I know I'm smarter than you."

"What the heck is she doing?" White Tiger whispered.

"I think she's trying to keep its focus away from the power core," Power Man replied.

"Good plan," Spider-Man said. "But what's the full plan for this?"

Doom Bot Prime then aimed its energy weapon at the female Galvan before saying, "Insolent creature, you shall know the true might of that which is Doom!"

Grey Matter smirked before replying, "I would but unfortunately for you I'd like to give a little—" She then immediately slammed the Omnitrix dial on her back, causing her to be enveloped in a flash of green light.

Her size increased to over seven feet as her skin turned black. Two golden battery-like cylinders sprouted out on each of her forearms and on either side of her hips. Then, a couple of cable-like antennas with gold electrical plugins at the end grew from her head. Her two eyes merged into one that beamed with confidence. Her body was muscled but more slender and feminine. She wore a green outfit on the middle of her upper torso similar to Diamondhead's shirt. The dial of the Omnitrix was located on the center of her chest. After the transformation was complete, she shouted out the form's name.

" **Feedback!** " She yelled as she briefly admired her transformation, as did her team.

"No matter how much you shift your form," Doom Bot Prime said. "You shall feel the full might of Doom."

Without warning, the bot pointed its hand at the female alien and fired a beam of red energy at her. Feedback merely smirked as she put both her antenna points out in front of her. All of a sudden, the beam of energy was immediately drawn into the golden plugs on Feedback's antennas. With ease Feedback had absorbed the energy before it could cause any damage.

Fury, the heroes and Doom Bot Prime looked in surprise at the event that had just occurred.

"What manner of sorcery is this?!" Doom Bot Prime practically shouted.

Feedback smirked at her opponent's dumbfound expression as she said and quipped, "Not sorcery. Just a little something I call 'Taking what you got and dishing it back out!'"

Feedback held up her hands and pointed the golden plugins at the tip of his fingers at Doom Bot Prime. After giving a mental command, the plugs spontaneously light up with blinding blue electricity. Feedback then fired eight bolts of azure lightning that converged midway to form one giant bolt of energy. Before Doom Bot Prime could react, the lightning bolt struck it in the torso and caused the bot to back a few feet away.

Feedback immediately then looked up at Spider-Man and the others before shouting, "Now guys!"

Spider-Man was the first to react. He fired to strands of webbing that attached itself to Doom Bot Prime's back and pulled him high into the air. White Tiger leaped into the fray as she used her claws to slice the webbing, causing Doom Bot Prime to fall to the ground face first. Power Man then rushed in, lifted up Doom Bot Prime and grappled him. Iron Fist jumped in for the finish as he punched Doom Bot Prime in the chest with his chi enveloped fist.

A bright light encompassed the room and ended just as it appeared. Doom Bot Prime was destroyed, the only thing left was its dismembered head. Spider-Man immediately caught the robot's head, slammed it down like a football and did a minor victory dance. Feedback couldn't help but giggle at the sight of the spider hero's dance.

Both Spider-Man and Feedback's attention was then focused on Nova. He was still on his knees from that ordeal with the Doom Bot, with excess heat coming off him from being hit by the bolt of energy. Both walked up to the young hero and Feedback helped him up.

"Didn't know you could absorb energy like I can," Feedback said.

"Neither did I," Nova replied.

"Wow, you rock dude." Spider-Man complimented.

"You too," Nova replied again. "Well, less than me."

The battle took a lot out of the group of six heroes. Feedback slammed the dial of the Omnitrix and in a flash of green light reverted back to Gwen 10. The heroes gathered around one another before sitting down to take a well-deserved rest. Considering what happened, they earned it. Suddenly, Spider-Man's phone rang which he answered.

"Peter Parker," Mary Jane said on the other end of the phone. "Do not hang up on me! I need to talk to Sam. I have his homework."

Spider-Man then tossed the phone to Nova before saying, "Here chief, have a party." With that said the web-swinging hero then laid on the floor in exhaustion.

* * *

Later, the team was gathered in the bridge. However, they weren't being congratulated but being scolded by Nick Fury. Gwen couldn't help but cringe at Fury's stern tone.

"If you ever pull a stunt like that again, I will personally—" Fury scolded the teen heroes. Gwen however didn't pay attention to the rest he was saying.

 _ **(I know what you all are thinking. How could I have let Spider-Man and Nova do something like this? The answer, I'm not the leader. I'm just one of the teammates that tagged along. I bet now one or all of us are going to get punished for this little stunt.)**_

"Does 'We're sorry' help?" Spider-Man asked. "Maybe we're reaaally sorry?"

"No," Fury replied. "Whoever started all of this step forward, you're off the team."

 _ **(I knew this was coming.)**_

"It was me, sir," Spider-Man said as he stepped forward

This caused Gwen's eyes to widen in shock. Spider-Man was willing to be kicked off the team for what happened today. She furrowed her brow before stepping forward as well.

"No, sir," Gwen spoke up. "It was—"

"Me," the voices of the others spoke up catching Spider-Man and Gwen 10's attention.

There they saw that the others had stepped forward as well. This shocked Spider-Man while Gwen 10 smiled.

"No, it was us," Power Man added.

Silence lasted a minute or so as Fury looked at each of them before saying with a smile, "Never again… team."

This made the entire team smile at one another.

"Oh, one more thing," Fury spoke up catching their attention before turning to Gwen 10. "I'm making you second-in-command of this team." This caused Gwen and the others eyes to widen. Fury then thumbed at Spider-Man before saying, "Make sure to keep him in check."

Gwen blinked a bit in shock as both her and Spider-Man looked at one another just as Fury walked away.

 _ **(Well… I wasn't expecting that.)**_

Spider-Man then turned to the others before saying, "Okay, that was cool guys. But if anyone says group hug I'll cry." Gwen couldn't help but roll her eyes and giggle at that.

"What about study group hug?" Coulson spoke up causing Spider-Man to look behind him to see Coulson standing there. "You have to make up the school work you missed today."

"Now I am going to cry," Spider-Man muttered.

The boys of the team groaned as both White Tiger and Gwen 10 looked at one another. They smiled before each held up a piece of paper which was their completed homework.

"We did our homework," The both said at the same time before giving each other a high five.

"Director Fury," Coulson said catching the director of S.H.I.E.L.D.'s attention. "I need the full power of S.H.I.E.L.D.'s legal team stat. We need to limit how much actual meat you need to legally call something meatloaf. We can save the budget, man."

Fury sighed as he placed his hand on his head as he began to walk away before saying, "Coulson, we need to talk priorities."

With the team, they were congratulating Gwen on her promotion.

"Second-in-command," Spider-Man said with a smile. "Gotta admit that's a great promotion you gotten, Gwen."

Gwen 10 smiled as a minor blush was seen on her face. "Thanks, Spidey. It's not a big deal, really."

"Yeah it is," Nova spoke up. "It means you can keep the web head in line."

"Point is," White Tiger said. "You deserve the position. Which is saying much considering Spidey is our supposed 'leader'."

Spider-Man frowned as his eyes lowered a bit. "You guys aren't going to let up on that are you?"

"Nope," Power Man simply replied with a smirk.

"Anyways," Spider-Man said. "All in all, I'd say that worked out pretty well."

"Children," The voice of Doom was heard behind them. They looked and saw Doom on the large monitor before he continued. "Let it be known that the eye of the all-powerful Doom has fallen upon you this day. I've scanned your every strength, every weakness. Cross my path again, and suffer unspeakable consequences. Also to your fellow shape shifter, I will find out the secret to your powers. Once I do, the world will truly know the name that is Doom."

The message ended and the monitor screen went back to normal. That little message Doom had sent gotten under everyone's skin on the team. Gwen however was scared mostly. If Doom ever gotten his hands on the Omnitrix, the world would know his name. She shivered at the thought of it.

"You okay?" Spider-Man asked Power Man. "You… look scared."

"That's just coz… I was!" Power Man replied. Gwen saw that Spider-Man was being held by Power Man bridal-style but in a way one reacts to fear. Spider-Man got down from the embarrassing position immediately.

"Yeah, little bit." Spider-Man said. "At least it's over."

"We're just going to let him punk us like that?" Nova spoke up. "To the transport!" With that said, Nova flew out of the room in haste.

The others groaned at Nova's stubbornness. Spider-Man then said, "I'll get him."

"We will get him," Iron Fist spoke up.

With that the others chased after the space-affiliated hero in hopes of stopping him.

* * *

In Latveria, Doom was sitting on his throne. The attack on his country from Fury's heroes-in-training angered him. They however will receive vengeance if they were to cross paths again. One of the heroes, however, intrigued the villain. Gwen 10 was the most unusual of the team. Her ability to transform into various creatures also granted her other various abilities as well. He must know the secret to this power.

He pressed a button on his throne which allowed a monitor to lower down in front of him. There the video showed a man on the other end of the screen. He wore a gold-colored mask which hid his face. On it was a grey-blue pointed crown, and the rest was covered by a hood. On his chest he wore a burgundy surcoat with a symbol of a checkered shield above crossbones. In the shield was a symbol of infinity on it. The man also wore grey-blue armor on his shoulders, legs and arms.

"Ah, Lord Doom," The man said calmly to the ruler of Latveria. "What do I owe the pleasure of this call?"

"Enoch, Doom requires the assistance of the Forever Knights," Doom replied. "On a matter fitted to your group's… expertise." Doom pressed a button allowing an image of Gwen 10's various forms to be shown to Enoch. "I have encountered a hero amongst Fury's quarry who can shift her form to these various creatures. I trust you've encountered beings such as these?"

Enoch looked over the various pictures before replying, "Indeed, Lord Doom. The creatures you see are none other than aliens. How it's possible that a human is able to shift into them clearly shows she has acquired powerful alien technology."

"Which is why Doom has contacted you," Doom said. "I want you to track down this Gwen 10 and acquire the device she uses to transform. It is to be brought to me. Do this, and the Forever Knights will be given refuge here on the sovereign ground of Latveria."

Enoch bowed a bit before replying, "It shall be done, me lord."

"Fail or go against me," Doom added. "And the Forever Knights will forever be a memory."

With that the video call ended, with Doom continuing to sit on his throne.

* * *

 **That's the end of that chapter. I hope you all enjoyed it! Make sure to keep an eye out for any grammatical errors and inform me about them for me to correct. Till next time true believers!**

 **Next Chapter: New York B.C.-ity**


	5. New York BC-ity

**Hey guys, Aaron2014 here! Sorry for the late entry but dealing with life stuff and all like work and finances. But anyways I'm glad to finally get this chapter up. Also to a certain "viewer", if you have a problem with checking the story every time might I suggest becoming a member? That way you'd get an email notification on your smart phone informing you of the new chapter posted. Anyways onward to the story!**

 **(Song Starts)**

 **It started when an alien device did what it did**

 **And stuck itself upon her wrist with secrets that it hid**

 **Now she's got super powers, she's no ordinary kid**

 **She's Gwen 10. (Gwen 10)  
**

 **So if you see her you might be in for a big surprise,**

 **She'll turn into an alien before your very eyes**

 **She's slimy, creepy, fast and strong**

 **She's every shape and size**

 **She's Gwen 10 (Gwen 10)  
**

 **Armed with powers, she's on the case**

 **Fighting off evil from Earth or space**

 **She'll never stop till she makes them pay**

 **'Cause she's the brightest kid to ever save the day**

 **Gwen 10**

 **(Song Ends)**

* * *

 **Chapter 5: New York B.C.-ity**

It was night time in New York, unfortunately it was as peaceful at the moment. An apartment building at the moment was on fire. People outside the building watched as the fire continued to burn the apartment complex. Police were keeping people back until the fire department could arrive. On the scene was Lieutenant Terri Lee herself.

"Make sure to keep those people back," She ordered the other policeman. A male civilian tried to rush to the building only for Terri to hold him back. "Sir, you need to stay back!"

"But my wife and son are still in the building," The civilian nearly shouted.

"The fire department is on their way," She informed. "Until then—"

"Lieutenant," An officer interrupted pointing to the sky.

She looked up and in awe she saw was a racing fireball streaking across the sky. She saw something riding on it and she wasn't wrong. She saw Heatblast riding the fireball before it made its way to the ground below in front of the building. The people stood back as the female fire alien landed on the street. Heatblast turned to Terri with a smile and wave.

"Lieutenant Lee," Heatblast spoke. "It's been a while."

Terri smiled before walking up to Heatblast. "Thank god, you showed up."

Heatblast turned her attention to the building before asking, "What's the situation?"

"We have two civilians inside," Terri informed her. "A woman and child are trapped in one of the top floor departments."

"Luckily for you I showed up," Heatblast said before running to the building.

She rushed to the door, ripping it off its hinges and rushing into the blazing building. She looked around and saw a flight of stairs leading up to the top floor. Wasting no time she rushed up the steps. She then rushed to one of the apartments and smashed the door down. She looked and saw the two people she was looking for.

They were about to be crushed by burning debris from the ceiling. Heatblast rushed towards them and was able to grab the debris before it crushed the woman and child. The woman and child looked at Heatblast in awe as she held up the debris.

"No way," The child said in awe. "It's Gwen 10!"

Heatblast smiled at the kid before replying, "Yep, but at the moment I'm Heatblast." She then chunked the debris away as she looked at the two civilians. "Let's get you two out of here."

Wasting no time, she turned to the entrance, which was now ablaze, and pointed her palms at the flames. The fire then suddenly was sucked into her palms, clearing a path for the two civilians to follow. She then gestured them to follow which they complied.

They ran to the stairwell, unfortunately the structure collapsed into the inferno below. Heatblast's eyes widened at that before saying, "Okay, the stairs are out of service." She looked around before laying her eyes on a window to her left and smiled. "But I think it's time to make an emergency exit!"

She then held out her palms before firing blast of fire at it. Outside, Heatblast's fire cut a hole around the window. The civilians watched as the window fell from the building before a torrent of fire erupted from it. The police and civilians watched as the fire landed on the street in front of the building before it dissipated to reveal an amazing sight.

There before them was Heatblast along with the mother and child unscathed. The father of the family rushed to his wife and child and they all embraced one another. The scene was sweet considering no one died in the fire.

The sounds of cameras flashing was heard as Heatblast looked at the crowd of people. She saw various people taking pictures of her with their phones. She decided to humor them and do a few poses for their pictures. It wasn't before long a Daily Bugle Communications vehicle pulls up and a news crew rushes to the female fire alien. Heatblast inwardly groaned as William Harangue rushed up with the crew.

Harangue began his newscast as his cameraman gave the signal. "William Harangue of Daily Bugle Communications live on the scene. Behind me you can see that Gwen 10 is at it again as a building was set ablaze by her reckless behavior. Gwen 10 how do you live with yourself knowing you took away a home from these innocent people?"

Before Heatblast could say anything, Terri Lee stood between her and Harangue with a minor frown before saying. "Here's a thought. How about you and your crew go your merry way before I arrest you for harassing a law-abiding citizen?"

"You can't do that," Harangue argued. "That goes against the freedom of speech law of the Constitution."

"Says the guy whose profession is nothing more than yellow journalism," Terri replied. This caused Heatblast to silently snicker.

Harangue frowned before fixing his tie and turned to his crew before saying, "Come on, we've got other news to cover." With that he walked away.

Heatblast turned to Terri before saying, "Thanks for that. You didn't have to stand up for me."

Terri smiled before saying, "Not a problem. You shouldn't let guys like him get to you. Hopefully I won't get chewed out by the captain for this."

"Don't worry," Heatblast said before winking at her. "If I see Captain Stacy I'll tell him you were sticking up for me and make sure to keep the 'heat' off you." This made Terri chuckle at the joke being said.

"Hey!" A voice called out catching both Heatblast and Terri's attention. There they saw White Tiger on a S.H.I.E.L.D. grade cycle parked on the side of the street in front of them. "I hate to ruin this happy moment but I got news. Apparently the apartment fire was just a diversion to cover up a jewelry store robbery. The crooks are getting away."

Heatblast nodded, turning to Terri before saying, "It was great catching up, Lieutenant, but a hero's work is never done."

With that said a chunk of the sidewalk beneath Heatblast rose up. She commanded the piece to float next to White Tiger, who began revving her cycle before zooming off. Heatblast made a two-finger salute to the Lieutenant before quickly following after her white-clad teammate.

On the streets in the city, a small black car was speeding past other cars in minor traffic. People crossing the crosswalk jumped out of the way as it passed by. Inside the car, two thugs wearing black masks, gloves and a black overcoat were smiling for their successful heist.

"Ha, ha!" The first thug said. "That heist was a cinch."

"Yeah," The second thug said as he looked into the bag of jewelry. "This loot's going to make us rich!"

The thug driving then noticed something in the rear view mirror, which made his eyes widen before saying, "Oh crap! We've got company."

The thing he saw in the rear view mirror was Heatblast along with White Tiger speeding up on the hoodlums. The thug driving the car didn't waste time pushing the accelerator pedal down speeding the vehicle up.

 _ **(Hey fellow viewers, Gwen 10 here to give the heads up on what's happening now. As you can see, Spider-Man isn't with me at the moment. What is our favorite wall crawler doing you ask? Well, Fury decided that since there were six of us we could have an outing team on certain days. Spidey and his team, which consists of Power Man and Iron Fist, are tracking down Toad who committed a few thefts. I decided for my team today we'd go after lowly crooks. Speaking of which…)**_

The car made a sharp turn to the right speeding down another street. Heatblast and White Tiger were close behind the car containing the crooks. Heatblast made a glare at the car as she got an idea. She started forming a large ball of fire between her palms as prepared.

"All bases lined," She said in a joking manner. "Here's the wind up and the pitch." She then threw the fireball at the vehicle. The ball of flame hit the back left tire of the car, causing the tire to pop off and the car to be thrown into the air. "Strike!"

The car landed back on the road, without the tires it was making a beeline for a brick wall. The thugs in the car screamed as the car made impact with the wall. The car was damaged, its front was crushed inward, no tires and every window including the windshield were shattered. The two thugs in the car were thankfully unharmed, shook up but unharmed.

The thug driver groaned before turning his attention to the side. There he and his partner saw Heatblast walk up to the door, before ripping it from the car itself. She then used her strength to bend the door inward causing the thugs to shiver in fear.

"Unless you punks want a permanent sunburn," She said in a threatening tone. "Hands against the wall."

The thugs immediately complied as they walked to the wall and placed their hands on it. They knew New York had tons of heroes and they thought they were going to be lucky tonight. Boy, were they wrong about that.

"You punks picked the wrong day to be bad—"

 _Bleep beep bleep_ _ **FLASH**_

"—guys." An entirely different female voice said.

The thugs heard this before turning around. There they saw in Heatblast's place was Gwen 10, who was giving them the same look her previous form was giving before. The thugs then smirked at the teenage hero. This made her raise a brow.

"What are you two—" She then realized her voice was back to normal and immediately looked down at her regular human hands. She then looked to the Omnitrix, which the hourglass symbol in the middle was red in Recharge Mode. "Oh, come on!" She looked back that the thugs, who had smirks on their faces and popping their knuckles.

"Any last words, brat?" The first thug said.

Gwen then smirked before saying, "Yeah, did you know it's not wise to keep your backs to a tiger?"

Just as she said that, something landed behind the thugs catching their attention. As they turned, White Tiger jumped between the two and performed a split kick on the thug's heads. After making contact the two thugs groaned before passing out onto the pavement in a heap. Gwen 10 then gave a smile to her white-clad teammate.

"Some people just don't follow good advice," She said. "Thanks for the assist, Tiger."

"You know," White Tiger said. "That could have gone bad if I wasn't with you."

Gwen 10 shrugs before saying, "At least it didn't right?" She then looked around with a raised brow as if looking for someone. "Hey have you seen—"

"Hey guys!" A male voice called out catching their attention.

They looked up to see a figure covered in an aura of blue energy flying towards them before landing in front of the two heroines. It was Nova who happened to be carrying what appeared to be chili dog in his hand.

"Nova, where were you?" White Tiger asked then noticed the piece of food in his hand. "Is that a chili dog?"

"Yeah," He replied. "There was local vendor down the street and I was hungry so I thought—"

"Nova," Gwen 10 interrupted. "We're supposed to be catching criminals, not having a snack break."

"So?" Nova said. "These guys are nothing more than bugs compared to other bad guys we fight. Plus I knew you two could handle it."

"Get it through your thick skull, Bucket Head," White Tiger spoke up. "If it wasn't for me being here, Gwen could have been hurt or worse."

"But she isn't," Nova said. "So everything is fine."

Gwen 10 groans. "Nova…"

"Okay, okay," He said in an apologetic tone. "So maybe leaving you two to a bunch of jewelry robbers wasn't a good thing."

White Tiger raised a knowing brow before saying, "You think?"

"The point of this was for all of us work together as a team, Nova," Gwen 10 scolded the helmet wearing hero. "Fury is going to get on your case big time for this stunt."

Nova then holds up a bag to Gwen before saying, "Would it make you less angry at me that I got you some chili fries?"

Hearing that, Gwen grabbed the bag from Nova before opening up to reveal the contents inside. There before her eyes were the mixture of chili and French fries which the aroma was tantalizing. She then grabbed a single chili covered fry before eating it, where the flavor danced around on her tongue. She hummed in ecstasy she devoured the piece of fast food.

 _ **(What? Chili fries are good. I can't help that it's my favorite food.)**_

"Alright," Gwen spoke up. "I'm less angry than before." Nova was about to speak until she continued, "But that's not going to stop me from telling Fury."

With that, she ate another chili fry before walking along with White Tiger to her bike. Both sat down on it before they zoomed off down the road. Nova stood there in shock for a few minutes. He then shook his head out of the stupor before shouting, "Oh, come on!"

* * *

The next day in the lab of Dr. Otto Octavius, both he and Dr. Animo were working on an experiment at the moment. Thanks to the funding Norman Osborn provided they would be able to do their research to their fullest. The experiment was placed on hold at the moment as Norman Osborn's face appeared on the screen of the large monitor in the lab. They turned their attention to the wealthy man in question.

"Gentleman," Norman said. "I trust the project is going smoothly?"

"We're just in the middle of an experiment, Mr. Osborn." Octavius said. "The process is very delicate."

"An experiment?" Osborn asked. "Please enlighten me."

"If you must know, Mr. Osborn," Dr. Animo spoke up. "You wish to create an army of spider-enhanced super soldiers. Not only that but provide a copy of the device that Gwen 10 uses for her abilities. While the second one isn't within our reach at the moment, I'd like to share with you an alternate solution. Why go after Spider-Man's DNA when we can just gather DNA from the core specimen itself. What I'm talking about, Mr. Osborn, is the spider itself."

"Go on," Osborn said urging him to continue.

"Dr. Animo gave an option that we could take samples of DNA from various animals. With those samples he and I could create serums for each specific animal to inject into human hosts. Once there the hosts will obtain the abilities of the animal, depending on the serum."

"By utilizing the genetic code," Dr. Animo added. "You can have your army for sale for not just a spider but the entire animal kingdom!"

Norman pondered about this. An army of Spider-Men was tempting but to stick with that would be predictable. An army filled with super soldiers having the abilities of certain animals, now that was tempting. It would, however, cause a few setbacks considering the two scientists would need time to gather various samples. This was something he had to think about.

"The offer is tempting, gentlemen," He said. "However, I wish to think about it. Until then keep working on the Spider-Man/Gwen 10 project." With that, the video cut off and the monitor's screen went back to normal.

"Well," Dr. Animo said turning to Octavius. "I believe that went better than expected, don't you think?"

"Don't get confident, Animo," Octavius said before turning back to the current experiment. "The chances of Norman Osborn turning down the offer are still high. In the meantime, we need to complete this experiment."

Suddenly, a beeping sound was heard coming from Animo's pocket. He reached in and pulled out what appeared to be his phone. Dr. Animo looked at the screen a bit before his brow furrowed.

"Sorry about this, Dr. Octavius," Animo said. "But apparently an unwanted guest has entered my home. I must attend to this matter. Will you be able to complete the experiment on your own?"

Octavius gave a mild smirk as a metallic tentacle raised in front of his face before saying, "I've got more than enough 'hands' to complete the experiment at the current stage."

* * *

In the city, a man was knocking on the door of Animo's apartment. He was a short, balding man with brown hair and dark brown eyes. He wore a brown suit and tie. His face at the moment contained a frown where his brows were furrowed.

He rapped on the door again before shouting, "Yo, Animo? I know you're in there, open up!"

No one answered him causing him to frown more. Without wasting any time he pulled out a set of keys from his pocket before inserting one into the lock. He turned the key unlocking the door allowing entry into the apartment. As he walked in, he was welcomed with a sight unlike any other.

In the apartment, various terrariums and cages were seen housing various species of animals. It ranged from various amphibians, reptiles and a few mammals. It made the man wonder what Animo needed all these creatures for. It sure wasn't for the current odor in the air he could tell someone that.

"Shoo," The man said waving his right hand in front of his face with disgust. "Smells like a zoo in here."

The man then walked up to one of the terrariums and looked inside. Inside was what appeared to be a green bullfrog. It croaked a bit before making a minor hop inside its glass home. Unknown to the man, a shadowed silhouette was watching him. It walked up to him causing the man to turn around and scream in fright. The man saw that is was Animo, who had a frown of his own on his face.

"How did you get in?" Animo asked in a grouchy tone.

"Pass key," The man replied in a fidgety voice. "I am still your landlord, remember? Maybe not since your rent is six months past due."

"All my funds go into my research," Animo replied before pointing to the door. "Now get out! You're disturbing me."

The landlord grunted in disapproval before saying, "Looks like you were disturbed long before I got here, pal. Listen Doc, you and your furry friends are out on the street unless you pony up the green."

Dr. Animo smirked when the landlord uttered that single word before grabbing a frog from the terrarium and placed it in front of the landlord. "'Pony up'. Interesting choice of phrases… You must be an animal lover? Then you're going to love this."

The landlord looked down at the frog for a bit then back at Animo. What was this guy going to accomplish with a frog? His question was halted as he saw Animo place something on his head and chest. It appeared to be a helmet of some kind. Though its main body was made from a strainer with what appeared to be horn-like antennas attached to it. Connected to it was a vest which had a silver chest piece with a turn dial on it. To the landlord it looked absolutely ridiculous.

The landlord laughed hard before asking, "What's that? You a member of the moose lodge or something?"

"This is my DNA Transmodulator," Animo grouchily explained. "Phase number one, it creates and accelerates mutations at the genetic level. Observe."

Animo turned the dial on his device clockwise. It then began to hum to life as red energy charged up on the antennas. Suddenly bolts of red energy zapped the frog in front of Animo, enveloping it the energy. Rapidly it began to grow in size and in appearance. It was around the size of an elephant. Its skin was moss green and had a light green neck. It had two small horns on its forehead and two bone horns coming out of the sides of its head. It had for red eyes and orange lumps on its back and hind legs.

The landlord back away in fear with a scream as the mutant frog lunged at him. The frog devoured the man in quick succession. The very man could be seen struggling in the throat of the beast as his muffled voice could be heard amongst his struggling. Animo laughed at the landlord's misery.

"I'm sorry," Animo said. "I can't hear you. It sounds like you have a frog in your throat. Ha, ha! Or is that the other way around?"

The mutant frog's throat bulged before it spat up its previous meal. The landlord screamed as he slammed against the wall, covered in the frog's saliva and bile. The man grunted in pain before passing out.

With that nuisance out of the way, Dr. Animo looked down at a newspaper clipping he held in his hand. He gripped the clipping hard before saying aloud, "So close to having what is rightfully mine. While the lab helped provide the equipment I needed, it didn't have the components I needed. All I need now are a few lousy components to finish my work."

Dr. Animo's attention was then turned to the television where an advertisement was being shown. There he saw an old man with a partially bald head wearing glasses, a little black mustache, a dark pink bow-tie, light pink-striped yellow shirt with a dark pink apron and brown pants mustache on the commercial.

He was giving a smile before saying, "So whether your needs from food, cosmetics or state-of-the-art electronics, you'll find them under the one roof of my fine establishment. So come on down to Bauman's Mega Mart. Whatever you need, I've got on sale!"

Dr. Animo then grinned at the commercial knowing what to do next before saying, "Ah, just what the doctor ordered."

* * *

 _ **(Hey guys, wonderful news about today. It's Saturday! Which means the girls and I are having our own little girl's day out. I never getting tired having a day while hanging out with Nancy, now I can share it with Ava. She's going to love it!)**_

In the streets of New York, Gwen, Ava and Nancy were walking side-by-side with one another. Since today was a Saturday, the girls decided to hang out with one another. However they weren't alone.

"Why am I here again?" Sam's voice spoke up catching their attention.

There behind them was Sam Alexander, aka Nova the Human Rocket. Right now on his face was a look of boredom. Gwen can understand why he'd have that expression. When a boy tags along with a group of girls it can mean only one thing, shopping pack mule. Gwen inwardly giggled at the thought considering the scolding the boy got from Nick Fury from the last assignment. You can say this was Sam's way to make up to her and Ava.

"Simple," Nancy's voice spoke up. "You are here to assist us in our shopping."

"In other words be your pack mule?" Sam asked.

Gwen then leaned in before whispering, "Look at it this way, it's either help us with our shopping or have to do what Fury suggested for your punishment."

Sam shuddered at the thought of the punishment. "Okay, I see your point."

They continued to walk down the street when they arrived at their destination. It was a large warehouse-like building with a fence at the front. On the front right side was a sign which showed Bauman's Mega Mart in bold red letters. They entered through the front entrance and had a sight to behold.

There before them the store was huge. They could see various customers shopping to their content as they walk past them. They then reached what appeared to be a 50's styled booth and bar. There Gwen saw a familiar face wiping a rag on the bar. The man looked up and gave a smile to the blonde teen.

"Well," He spoke. "Do my eyes deceive me? Is that you, Gwendolyn Stacey?"

"Hi, Mr. Bauman," Gwen said before hugging the man, who hugged back.

"My how you've grown," He said. "How's your father?"

"He's good," Gwen replied. "Still catching and putting away bad guys."

"As he should, being the captain of the police and all," Mr. Bauman said before turning to Nancy. "And little Nancy, it's been a while."

Nancy waved before saying, "Hiya, Mr. Bauman!"

"You're just in time," Mr. Bauman said. "I just received a shipment of pet products this morning. One line of products being an order of kitten milk formula, which I know you'll need for Mitten's kittens."

"Thank you, Mr. Bauman!" Nancy thanked him with a hug before rushing to the pet department.

Mr. Bauman chuckled a bit before saying, "Such a sweet girl." He then noticed Ava and Sam behind Gwen. "Care to introduce me to your friends, Gwendolyn?"

"Sure thing," Gwen said. "Mr. Bauman, these are my friends from school, Ava Ayala and Sam Alexander."

"Nice to meet you, sir," Ava said shaking Mr. Bauman's hand before Sam also shook the shop owner's hand.

 _ **(I know what you all are thinking, just who is this guy? Well this fine man is none other than Mr. Bauman. He owns this very store and has been a friend of my family for several years now. In fact, it was thanks to Mr. Bauman that I and Nancy became best friends.)**_

"So, Mr. Bauman," Gwen said catching the man's attention. "What do you have new at the counter?"

Mr. Bauman smiled before answering, "I'm glad you asked, Gwendolyn." He then gestured to what appeared to be a dispense machine behind him. "I just received a new smoothie maker earlier this week courtesy of the Mr. Smoothy Corporation."

Gwen tensed when she heard that. Mr. Smoothy was a popular restaurant distributor known to make fine tasting smoothies. She can remember a lifetime where she had a smoothie from the several establishments in the city. Just thinking about it made her mouth water.

 _ **(Mr. Smoothy!? That's my favorite confection drink of all time! I need to have one.)**_

"Mr. Smoothy?" Ava asked with a raised brow looking at Sam.

"Never even had one," Sam replied. This caused Gwen to gasp at her two friends.

"Never had one!?" She said. "Well today's your lucky day, you two. Time for you two to taste the sweet taste of frozen perfection." She then turned to Mr. Bauman. "What flavors do you have, Mr. Bauman?"

"Many," He replied. "We have Strawberry Kiwi, Mango, Orange, Banana and the list goes on."

Gwen smiled before saying, "Alright I'll take a Strawberry Kiwi smoothie." She then turned Ava and Sam before asking, "What do you guys want?"

Ava looked at the menu a bit before answering, "I'll take a Green smoothie."

"I'll take the Chocolate Banana smoothie," Sam answered with his order.

With that, Mr. Bauman began making the frozen confections for the three teens. After a few minutes, Mr. Bauman handed the teens their drinks. Once received, Gwen then paid Mr. Bauman the total amount before they dug into their drinks. Ava and Sam's eyes widened at the wonderful flavor of their smoothies.

"Whoa," Sam exclaimed. "This stuff is great!"

"It's like the flavor's flying through my taste buds," Ava said with a hum as she continued to drink the confection.

Gwen winked at her two friends before saying, "Told you guys."

Mr. Bauman then pulled out a pocket watch from his apron looking at the time before saying, "If you three will excuse me I have a store to tend to."

With that Mr. Bauman went to tend to his store. Gwen and the others began walking down the aisles while sipping their smoothies, enjoying their rich flavor. They were passing the pet supply aisle where Ava noticed Nancy looking at the cat supplies.

"Hey I'm going to where Nancy is," Ava spoke up. "Meet up with you guys at the entrance?"

"Go for it, girl." Gwen replied with a smile. With that answer Ava rushed up to Nancy looking at the supplies.

"So," Gwen said catching Sam's attention. "It's just me and you. Want to head to the electronics aisle?"

"Sure I—"Sam said before he paused looking down one aisle.

Gwen noticed his expression before looking in the direction of the aisle as well. There she saw a cardboard cutout stand which featured a certain brand of trading cards. It showed what appeared to be a sumo wrestler in a ready position with the words "Sumo Slammers" above it.

"No way," Sam said. "Sumo Slammer trading cards!" With that Sam rushed down the aisle towards the packs of trading cards.

Gwen blinked a bit as she watched her male friend rush to the cards.

 _ **(Huh… I have a feeling that if he and a certain cousin of mine met then they'd instantly be friends.)**_

Gwen then walked over to the electronics while sipping her smoothie. In the department there were various electronics ranging from televisions to consoles. One in particular caught Gwen's eye. She walked over and saw an advertisement for the new Nintendo Switch system to be released later this year.

 _ **(No way! I've been dying to save my money up for that console. I know for a fact the new Zelda game is going to be killer!)**_

As she stared at the rest of the console, she started feeling ground shake. Puzzled she turned to the televisions where each of them showed static on the screens. The shaking increased as one of the televisions fell off the shelf. Gwen began to back away from the entertainment devices just as the wall exploded out. Gwen jumped to the right as it happened and looked to see who caused the destruction which caused her eyes to widen.

There she saw Animo riding on his mutant frog, which made Gwen gape at the sight. She's seen some weird stuff as a hero and this was another thing added to the list. Animo dismounted the frog before walking up to one of the shelves, where she saw him grabbing electronics and stuffing them in a brown bag. She knew what this guy was up to, he was stealing stuff for whatever purpose.

"Hey!" Gwen spoke up catching Animo's attention. "What do you think you're doing?"

Just as she said that, Animo's toad shot out its tongue at Gwen. She gasped as she dodged the flicked tongue, which hit a stack of boxes behind her. She looked behind her to see the stack of boxes falling on top of her. She mildly screamed as the boxes piled on top of her. Once they were done collapsing, Gwen groaned as she made her way out of the heap. She then looked up to see Animo looking down at her.

"Don't be a hero, kid," He said grouchily. "Just run along and play."

"Freeze!" A voice called out catching both Animo and Gwen's attention. It was two individuals part of the store security rushing up to Animo, just as he remounted on his frog. "Get down off that giant… frog and put your hands up!"

Animo only grinned as his frog began to crouch. It then leaped over the two security personnel and Gwen before making another leap down the aisle. One of them grabbed a walkie-talkie and spoke into it.

"We got a grab and dash in electronics," He said. "Male, five foot six, riding on a giant… frog or toad. Trust me you can't miss him!"

Gwen took this as her chance to sneak away from seeing eyes. She found a vacant aisle and walked into it. She looked around to see if the coast was clear. Seeing that it was she immediately went to work.

"Alright," She muttered aloud to herself. "Time to see if this works."

She raised her right hand, which revealed her S.H.I.E.L.D. wrist communicator as it shifted out of camo mode. She pressed a button on the side of it and her body then began to shimmer. In a few seconds her clothing was replaced with her superhero attire. Looking down at herself, she gave a bright smile.

 _ **(Yes! I knew it would work! You guys are wondering how I was able to get into my superhero outfit so fast? I call this little feature the Hero Guise. Well, I worked with Doc Connors, Blukic and Driba on this little side project. It basically stores the costume in a personal pocket dimension, and whenever I press the button my clothing gets replaced with my outfit and vice versa. Plus to keep it fresh we also stored nanobots inside to clean it. Does wonders for the cleaning bill.)**_

"Now to stop that eccentric pet owner," She said before rushing towards where Animo was heading.

Back in the pet department, Ava and Nancy were looking through the cat supplies. Around them were also various animals ranging from birds, rodents and reptiles. Nancy held up two different bottles of supplement milk for kittens and showed them to Ava.

"Which brand is better?" Nancy asked. "PetAg KMR or Whiskas Cat Milk?"

Ava thought for a bit before pointing to the latter product. "I'd go with that brand. It's gotten more positive reviews."

Suddenly, a large impact sound was heard as the two girls looked and gasped at the sight. It was Animo riding on his frog facing the two teens. Animo turned his attention to the animals beside Ava and Nancy before turning the dial on his device. Red energy gathered in the antenna before firing at the animals. Ava quickly grabbed Nancy and pulled her away from the cages just as the red energy hit them.

In an instant, a hamster that was in one of the cages was hit by the energy. It immediately began mutating as its size increased. It was around the size of a small horse, now having eight crimson eyes. It also had two tusks on its lower jaw.

Animo wasn't done however as he then sent a blast of his mutation ray at a cockatiel in a cage. Once the beam hit it too began to mutate and grow. Thanks to its size increase, the cage burst open freeing the now mutated bird. Its beak was now sharper and it dwarfed Animo's frog by height. Bits of scales could be seen on the bird's legs and chest. The mutations were complete causing Animo to grin with satisfaction.

"Arise to your full potential, my pets!" Animo called out to his minions.

"Hey, Dr. Doolittle," A female voice called out catching Animo and the teen girl's attention. There they saw Gwen 10 standing in the aisle that Animo came from with a frown on her face. "I think it's time for your plan to be put down."

Nancy smiled at the sight of the heroine, "No way… Gwen 10!"

"Ah, Gwen 10," Animo said in a calm tone. "I wondered when you'd show up. It's an honor to finally make your acquaintance."

"Should I know you?" She asked with a raised brow.

"Allow me to introduce myself," Animo said. "I am Dr. Aloysius James Animo, the greatest mind in genetic research the world has ever known!"

"My you've got quite an inflated ego," Gwen 10 mocked. "More inflated than the toad your riding."

"Silence!" Dr. Animo shouted. "You will behold my genius, Gwen 10. Nothing will stop me from getting what I deserve. Once I'm through with my goal then you'll be next on my list. Mark my words."

"And what is your goal exactly?" She asked.

Animo grinned before answering, "To make history, or should I say pre-history."

"Pre-history?" Gwen 10 repeated in a questionable tone.

"Now my pet," Animo said to the hamster he mutated before pointing to Gwen 10. "Crush that little heroine!"

The mutant hamster shrieked and bellowed at the female hero before rushing towards her. Gwen 10 took evasive action as she made a run for it down the aisle. With the mutant fuzzball tailing her she wasn't going to stop Animo any time soon. As she ran, she activated the Omnitrix causing a holographic image of Spidermonkey to appear. Without hesitating, she chose the form causing the core to pop out before slamming her right hand down on it. In a flash of green light, Gwen 10 immediately shifted Spidermonkey.

" **Spidermonkey!** " she shouted as her transformation was complete.

She immediately stopped running before facing the mutant hamster, which was still rushing at her. Using her enhanced agility, Spidermonkey jumped above the hamster sticking to the ceiling like a spider would. This caused the hamster to crash into several shelves in the store. The mutant hamster shook its head before bellowing at the arachnid/monkey alien.

"Aw, what's the matter?" Spidermonkey said in a mocking tone. "Did a certain hamster not get their sunflower seeds this morning?"

The hamster growled before making a pounce at Spidermonkey. The arachnid simian immediately dodged the incoming hamster, which smashed into the roof. Spidermonkey landed on the ground as she watched the hamster fall to the ground after smashing headfirst into the ceiling. She cringed as the hamster fell to the floor onto more shelves. Taking this opportunity, she accessed her wrist communicator contacting Sam.

"Sam, are you there?" She said into her communicator.

A few seconds later, the image of Sam appeared before he said, "What is it? I'm kind of busy trying to find the gold Sumo Slammer card."

"Forget about the card," Spidermonkey retorted. "We have a situation in the store. Some nutty professor called Dr. Animo is causing havoc. He's stealing electronics and mutating the store pets."

"That's not good is it?" Sam asked.

"I know," She said. "Look, use your Hero Guise and try to find Ava and Nancy. Once you get them to safety try to cover Ava so she can use hers and you two get here as soon as possible."

"Are you sure those things work?" He asked with an uncertain tone.

She rolled her eyes before answering, "I just did a little field test with mine, so yes they work."

"Alright," He said. "See you in a few minutes." With that the communication ended.

Just as it did, Spidermonkey sensed danger and looked behind her with wide eyes. She saw the mutant hamster making a leap at her in hopes to pin her. She dodged out of the way before aiming her tail at the hamster. From the tip she fired a strand of webbing at the mutant rodent which attached to its back. That would however prove to be a mistake on her part.

The hamster immediately began making a run for it, causing Spidermonkey to be dragged behind it. The arachnid/monkey alien was screaming at the top of her head as she was being dragged across the store by the mutant hamster.

"Whoa, Hamtaro!" She shouted as she was being drug behind it. "Heel, heel!"

Suddenly a white blur slammed into the hamster, causing it to fall to its side. The momentum from the dragging before caused Spidermonkey to be flung over the rodent, causing her to scream as she crashed into a store shelf. She groaned as she looked up to see White Tiger standing in front of her holding out a hand to her.

"Nova said you needed help," White Tiger said.

Spidermonkey immediately took her hand as she was pulled up to stand before saying, "Do I ever. Where is he anyways?"

"Crowd control," White Tiger replied. "Don't worry about Nancy, she was moved to a safe location."

Spidermonkey sighed in relief then tensed with wide eyes before saying, "Heads up!"

This caused White Tiger to turn to see the mutant hamster bellow at the two as it charged at them. Both heroines jumped out of the way as it charged through. Without hesitation, Spidermonkey fired multiple strands of webbing from her tail ahead of the mutant rodent. From it the webbing formed a large spider web which the hamster unfortunately ran into.

The net of webbing covered the mutant hamster as it struggled to get it off its body. Spidermonkey wasted no time as she jumped towards the entangled hamster before firing webbing at it. This caused the mutant animal to be bound even more as it could barely struggle.

Spidermonkey landed on the ground giving a smile to White Tiger before saying, "Well, I believe this situation is all 'wrapped' up." The arachnid-like simian gave a laughing monkey chitter at her pun.

White Tiger groaned as she face palmed before saying, "You spend too much time with Spidey."

Suddenly the ground shook as they then looked behind them. There they saw Dr. Animo on his frog hop in. The look on his face was a scowl.

"Young fools," Dr. Animo exclaimed. "You cannot stop me. I will turn New York City into New York B.C.-ity!"

As he finished talking, the mutant cockatiel swooped in. Animo then jumped onto its back as it then took off into the air. The mutant bird crashed through the skylight before making its escape along with Dr. Animo. Animo's mutant frog followed suit before disappearing completely.

"He's getting away," White Tiger exclaimed.

"We need to go after him," Spidermonkey said before slamming the dial on her chest and turning back into Gwen 10.

With that the two heroines made their way out of the store. They met up with Nova on the way before the two girls mounted White Tiger's bike and zoomed after Dr. Animo and his mutant pets.

Night fell as the mutant cockatiel carrying Dr. Animo flew over the streets of New York. Not too far behind, Gwen 10, White Tiger and Nova were tailing the mad scientist. They were determined to stop him for whatever scheme he had.

"So what's the plan?" Nova spoke up. "Cause chasing a giant bird all over New York is starting to get boring."

"We need to figure out what this Animo is planning," Gwen 10 said. "Keep the bike steady while I use the communicator." She lifted up her right wrist and activated her S.H.I.E.L.D. communicator. "Come in, Dr. Connors. This is Gwen 10, over."

The communicator's image on the screen had Dr. Connor's face pop up before he said, "Ah Gwen 10, what can I do you for?"

"I need help with some info," She replied. "What do you know of a Dr. Aloysius James Animo?"

Connors hummed before replying, "Now there's a name I never heard in a while. Five years ago, he was a promising researcher in veterinary science back at the university I use to attend. He was a genius in his own right and was a nominee for the Verities Award."

"I take it he didn't get the award, right?" Gwen 10 asked.

"Indeed," Connors said with a nod. "He was denied the award after the judges found out about his illegal genetic experiments on mutating animals. He wasn't exactly pleased during that time."

"So who was given the award?" Gwen asked.

"A Dr. Kelly I believe." Connors replied.

Gwen 10 nodded before saying, "Alright, thanks for the help Dr. Connors."

"My pleasure," He replied before ending the communication.

 _ **(Okay, let's recap. We have a scorned mad scientist known as Dr. Animo wanting revenge for not gaining the reward he wanted. He mutates animals for his own gain as well for his arsenal. The thing about what he said still puzzles me. New York B.C.-ity? That makes little sense.)**_

"Uh guys," Nova spoke up. "I think Polly just flown the coop."

This cause both Gwen 10 and White Tiger to look up to what Nova said. The cockatiel carrying Dr. Animo had indeed gave them the slip. How could a bird the size of an elephant get the best of them?

"Well that's just great," White Tiger muttered negatively. "They could be going anywhere in New York City."

"Or New York B.C.-ity," Nova added.

That's when a light bulb in Gwen's head lit up to what Nova said before saying, "That's it! Oh, stupid me!"

This cause both White Tiger and Nova to turn their attention to her before both asking, "What?"

"I know where he's going," Gwen explained before pointing ahead. "Tiger, take a left up here."

"Why?" White Tiger said as she made the turn as her friend said. "Where's he going?"

"The one place anyone can go to see anything 'B.C.' related," Gwen 10 said. "The New York American Museum of Natural History."

* * *

A few minutes later, they had arrived at their destination. The American Museum of Natural History was one of the largest museums in the world, containing vast exhibits of ancient history and mythology. It would make sense that Dr. Animo had an interest in this location for his plan.

Gwen 10, White Tiger and Nova made their way to the entrance of the museum. They stopped when they saw a gaping hole in the museum's wall. Gwen then noticed something on the ground before picking it up. It turned out to be a large feather. Dr. Animo was definitely here.

"Okay, guys," Gwen spoke catching her friend's attention. "We have no idea what to expect from him so stay alert."

They both nodded as they proceeded inside. They looked around as they passed by several exhibits the museum had to offer. Various fossilized skeletons of dinosaurs and primitive humans were seen. Keeping herself from geeking out Gwen continued forward until she noticed something one of the exhibits.

She grabbed it and looked at it closely. It was a small box which was titled, "M Mart Electronics". Gwen had a feeling they were on the right trail when she heard a sound. It sounded like someone was tinkering with something. She looked up and sure enough she saw Animo tinkering with his device near the woolly mammoth exhibit. The man then looked up knowing the three teenage heroes were behind him.

"You three are very persistent," He spoke before turning around to face them. "I hate persistent."

"We all know about you and your messed up experiments, Dr. Animo," Gwen 10 said. "It's over."

"Oh, but its only just begun," Animo said. "See, I only needed a few components to push my work into Phase Two, the reanimation of dormant cells."

"Uh, does this guy come with subtitles?" Nova asked aloud.

"I get it," Gwen 10 said. "Your machine cannot only mutate animals but also revive ones that have been extinct."

"Not only persistent but also intelligent," Dr. Animo spoke up. "Pity I have to make sure you don't interfere with my plans. Now watch as I breed life back into that which has been long since lifeless. Observe!"

Animo turned the dial on his creation, which began humming to life. Red energy then shot from the antenna of his device into the woolly mammoth. Gwen and the others watched as the light of the mammoth's eyes before it began shaking. It then took its first step after millions of years being dead before stepping off of its exhibit. It gave a mighty trumpet as it stared down the three teen heroes.

"Behold the genius that is Dr. Animo!" He said praising himself before making a run for it into another room.

"Uh, nice woolly mammoth," Nova said trying to soothe the beast as he and the others back away from it.

"Any bright ideas?" White Tiger asked.

Gwen 10 activated the Omnitrix before saying, "You two go after Animo. I'll take care of Jumbo."

She then selected the alien she wanted before slamming her hand down on the core. In a flash of green light, Gwen 10 transformed into Four Arms.

" **Four Arms!** " She shouted before facing the mammoth. "Alright, Dumbo, let's rumble!"

Without wasting time, Four Arms charged at the revived mammoth before grabbing it by the tusks. She then used her enhanced strength to make the mammoth to fall to its side, causing it to trumpet out in pain. This gave White Tiger and Nova a chance to run after where Animo escaped to.

Just as they entered the hall, they were met by the mutant cockatiel, who screeched at them with wings flared. Without hesitating, White Tiger then grabbed a spear from an exhibit next to her and twirled it around like a professional martial artist. She then swung it at the mutant bird, which caught it right upside its head. She gave another swing, causing the spear to break but made the bird flee away from the two.

With no obstacles in the way, White Tiger and Nova proceeded to the next room. As they entered, they saw Dr. Animo near a Tyrannosaurus skeleton. He had his modulator primed and ready, before looking at the two heroes with a smirk. He then aimed at the skeleton as red energy fired at it.

Before their eyes, the skeleton was transforming. Musculature and flesh formed around the skeleton. However, a few places on the body had exposed muscle and bone making the revived Rex look similar to a zombie. Its crimson eyes looked at White Tiger and Nova as it stepped off its exhibit and gave a mighty roar.

Back in the other room, Four Arms was thrown towards the wall. She hit it leaving behind a spider web-like indent in the wall before falling to her knees on the floor. She groaned as she shook her head and looked up at her enemy.

The mammoth trumpeted and bellowed as it made a mad dash towards her. Getting up quickly, the four-armed female alien then rushed at the ancient elephant before giving it a right hook. She then grabbed onto one of its tusks before she was flung from the resurrected pachyderm. She ended up landing onto one of the fossilized skeletons, causing it and its stand to shatter from her landing. She gave a minor grunt as she stood up from the minor debris as she glared at the mammoth.

"Alright," She growled a bit. "Time to make you extinct, Peanuts."

The mammoth made for another charge at her, this time she was prepared. Going in at the right moment, Four Arms grabbed the mammoth by its trunk. Using all of her strength, she began spinning the furry elephant around. The twirling went faster and faster until she finally let go of the mammoth. The pachyderm bellowed as it hit the opposite end of the wall before collapsing to the ground, never rising up again.

She patted her hands clean before saying, "Well that's one more for the extinction list." She then heard a loud roar coming from the room White Tiger and Nova ran off to, causing her to go wide-eyed. "That didn't sound good."

Without wasting time, Four Arms made her way into the other room. Just as she entered, a large green tail was heading right for her. She ducked as it smashed on part of the entryway. She looked and saw Dr. Animo riding on what appeared to be a zombified t-rex.

 _ **(Okay…first a mammoth now a Zombie-Rex? Did this guy want to make a crossover between Resident Evil and Jurassic Park a reality or something?)**_

"I'd love to stay and finish you, Gwen 10," Dr. Animo said. "But I need to claim the award I so wretchedly deserve!"

With that said the Z-Rex (Zombie Rex) then sounded a mighty roar as it then smashed through the museum's wall. Four Arms, White Tiger and Nova watched as Animo and his zombified minion made their escape into the city, knowing to cause mayhem on the streets. Following close behind, the mutant cockatiel flew past the heroes as it took to the air with a screech.

"He's getting away," Nova said getting ready to fly after them.

"Hold it, Nova," Four Arms said as she turned back into Gwen 10 in a flash of green light. "I think I have an idea where he's going." She then held up a newspaper clipping before saying, "I found this on the ground after the mad doctor made his getaway."

White Tiger and Nova got closer to see what the clipping showed. It had a picture of a man holding a trophy which appeared as a gold beaker. In the photo, Dr. Animo could also be seen in the background. The title of the headline said, "Dr. Kelly Accepts Verities Award".

"Looks like the doctor is going for his reward," White Tiger said.

"Then what are we standing around for?" Nova exclaimed. "Let's go bag this guy!"

In agreement, all three heroes made their way out of the museum. White Tiger started up her cycle as Gwen jumped on. With that they took off onto the streets, following the trail of destruction left in Animo's wake.

In another part of the city, Dr. Animo and his minions were making their way to Kelly Industries, the very work building of Dr. Kelly himself. Various civilians ran for their lives as the Z-Rex made its way through the city, smashing through objects like cars and other things. Dr. Animo smiled as his goal was close at hand.

"Ah," He said with a sigh. "I do love my work."

He then heard a sound of an approaching vehicle. He looked behind to see a motorcycle along with a glowing blue blur in the air was heading right for him. He realized it was Gwen 10 and her companions coming to ruin his plans. With a scowl he then turned to the cockatiel he mutated into his loyal servant.

"My pet," He commanded catching the bird's attention as he pointed into Gwen 10's direction. "Dispose of them, immediately!" The cockatiel gave a mighty cry as it flew towards the incoming heroes.

"There's Dr. Animo," White Tiger exclaimed.

"That's not the only thing," Nova called out as he pointed ahead of them. "His bird is heading right for us."

White Tiger then looked at Gwen before saying, "Gwen, go after Animo. We'll take care of cracker breath."

Gwen nodded before saying, "You two be careful."

She then activated the Omnitrix before slamming down on the dial and in a flash of green light, Gwen 10 transformed into XLR8.

" **XLR8!** " She shouted before jumping off Tiger's cycle and sped off passed the mutant cockatiel.

The cockatiel tried going after speedy raptor-like alien but was stopped by a burst of blue energy to his face. It looked and saw both Nova and White Tiger, both posed and ready for battle.

"Sorry," White Tiger said in a mock apology. "Don't you know three's a crowd?" The mutant bird then gave a squawk at the two heroes before flying at them with talons raised.

* * *

Further away, a large six story building could be seen. This was Kelly Industries, the workplace of Dr. Kelly himself. Inside, a man with grey hair and blue eyes was giving a tour at the moment. He wore a cyan-grey suit and pants and also wore a light grey shirt and dark grey tie. He also wore black shoes and a black belt. This was Dr. Kelly, head of the facility.

"And here is my Verities Award," He said as he gave the tour. "Of course it was an honor just to be nominated with a distinguished group of scientists."

Suddenly the ground began shaking, causing Dr. Kelly and the other people to panic a bit. They then looked behind them to see an enlarging silhouette speeding towards them. It then crashed through the large window before they heard a massive roar. They saw it was the Z-Rex, and riding it was Dr. Animo who was glaring in Kelly's direction.

"Kelly," Dr. Animo said. "I believe you have something of mine!"

As Dr. Animo got down, the people from the tour made a break for it, leaving Dr. Kelly with Dr. Animo and the Z-Rex. Kelly watched as Dr. Animo made his way to the shelf of his achievements before grabbing the Verities Award. He could see the mad scientist have a grin on his face as he held the award.

"I'd like to thank the committee for this honor," Dr. Animo announced with praise. "And to extend this honor, I like also to give Dr. Kelly his recognition." He then grinned before continuing, "As a recognized meal for my pet!"

Dr. Animo snapped his fingers, which made the Z-Rex focus its attention on Dr. Kelly. The veterinarian backed away as the zombified dinosaur inched closer giving a mighty roar. Before the beast could bring its jaws down on the man, a blurred object sped towards the rex striking a major blow to the once Tyrant King. It then stopped to reveal XLR8 giving a smirk at Dr. Animo, who was seething with anger.

"You!" The doctor practically shouted.

"Yes, me," She said with a mocking tone. Her visor then went down before speeding towards the doctor. Unfortunately, she was stopped by a tail swipe from the Z-Rex, which hit her in the stomach. This caused her to slammed against the opposite end wall of the building and she groaned a bit. "Okay… that didn't go as planned."

"Somebody help me!" Dr. Kelly's voice called out catching her attention. XLR8 looked to see the veterinarian hanging from the zombified dino's jaws by his suit.

"Not on my watch, pal," She exclaim before slamming her hand down on the dial on her chest. In a flash of green light, XLR8 was replaced by Spidermonkey.

" **Spidermonkey!** " She shouted before making a run towards the dinosaur.

The Z-Rex then threw Dr. Kelly above its head before opening its jaws in hopes of devouring him. Spidermonkey quick shot out a strand of webbing from her tail, which attached itself to Dr. Kelly's back, before grabbing the strand and gave a major tug. This caused Kelly to be pulled away from the jaws just as they chomped down. Kelly then landed in Spidermonkey's open arms, who gave a slight grin at the veterinarian.

"You brat!" Dr. Animo shouted at her in anger. "You're just as annoying as that spider-themed boyfriend of yours!"

 _ **(Wait… did Animo say that Spider-Man was my boyfriend!?)**_

"Whoa, whoa, whoa," She said as she placed Dr. Kelly down, which resulted him making a run for it. "First of all, Spider-Man is not my boyfriend. Secondly, we're just teammates."

"I don't care if he's your cousin!" Dr. Animo shouted again. "You've interfered with my plans for the last time. My pet, make a meal out of that monkey!"

The Z-Rex gave out a mighty roar as it charged at the arachnid-like simian. Spidermonkey then began firing shots of webbing at the rex in hopes of slowing it down. While part of the webbing created a muzzle around the dino's mouth, that didn't stop it from using its skull as a weapon which it smacked Spidermonkey into a wall. She groaned as she held her head.

"Face it," Dr. Animo said with a grin. "You may have similar abilities as Spider-Man, but when facing against me you don't stand a chance!"

"In my current form no," She said before looking up with a grin. "But when going Ultimate, then yes!"

She then turned the dial on her chest causing the core to pop out before slamming it down. This caused four spiked to pop out of the dial rim before her body was then covered in a wave of green light. Just as the wave encompassed her, her body went through a dramatic change. Her body became more gorilla-like with black fur and purple skin. The mouth was filled with sharp, pointed teeth and having six green eyes. Unlike the previous form, this one didn't have a second set of arms. Instead, this form had two pairs of spider legs sprouting from her waist which could also retract back into it.

She pounded on her chest as she roared out, " **Ultimate Spidermonkey!** "

Animo's eyes widened at the sight of her new Ultimate form. He didn't anticipate this as a bit of fear gripped him.

Without hesitation, U. Spidermonkey made her way to the Z-Rex. The Z-Rex roared at her before trying to chomp onto her. U. Spidermonkey then grappled the dinosaur by its jaws, to prevent it from chomping down on her. Using her increased strength, she slammed the rex down onto its side. This caused Dr. Animo to lose balance a bit, as well as lose his grip on the award he was holding.

"No!" He exclaimed as he tried grabbing the award with little success. He watched as the award fell to the ground before shattering to pieces. "My award!"

"Sorry, doc," U. Spidermonkey said. "Looks like that's one award you won't be given any time soon."

"You!" He shouted in anger. "You've ruined everything!"

The antenna of his device began to hum with life and energy. This made U. Spidermonkey's eyes widen before jumping away as Dr. Animo fired at her. The beam of crimson followed after the hyper-evolved alien wherever she went. With quick thinking, her lower jaws split in half as a dense blast of webbing shot out of her throat. The webbing wrapped around the Z-Rex's legs causing the zombified dino to lose its balance, and let out a panicked roar. This also caused Dr. Animo to lose his balance as well, and for the beam to stop entirely.

U. Spidermonkey then took this opportunity to jump at Animo. She then gripped onto the Transmodulator before prying it off of Animo's head. This caused Animo's eyes to widen as she held the device in her hands.

"My Transmodulator!" He practically shouted.

U. Spidermonkey then used her strength to crush Animo's device into scrap metal, in doing so sent out a wide-range energy pulse. The pulse hit the Z-Rex, causing its flesh and musculature to degrade once more back into a skeleton. Animo's eyes widened as the skeleton he was straddling began to shake before falling apart completely. U. Spidermonkey looked as saw Dr. Animo pinned under the pile of fossils. He wasn't going anywhere any time soon. She then slammed the dial on her chest, first transforming back to Spidermonkey before shifting back to Gwen 10.

She then walked up to Dr. Animo, who was struggling to get out from under the pile of bones. She crossed her arms before saying, "Looks like your plans have gone extinct, doc. Now be a good little doctor as police-"

Before she could finish that sentence, something crashed through the ceiling of the building. She looked up and saw what appeared to be a robot of sorts. It main body was octopus-like in shape and it had four metallic tentacle arms attached to it. The base was colored green and had glowing neon green lights coming from it. It landed in front of Gwen 10 before sending a tentacle at her.

Gwen quickly made a jump dodge to the side as it passed her. As she landed, she looked and saw the robot focus on Dr. Animo. It used its arms to pull the bones off him before wrapping one arm around his waist before taking off.

She then tried to activate her Omnitrix, unfortunately she was given a powered down beep. She looked and saw the inner part of the hourglass was red, indicating it was in Recharge Mode. She sighed in frustration as she watched the bot disappear with Dr. Animo.

 _ **(I don't know what happened just now. But I do know someone has plans for Animo…meaning I might see him again in the future.)**_

* * *

Back at the laboratory of Dr. Otto Octavius and Animo, the Octobot dropped the renowned geneticist onto the floor in a heap. Dr. Animo grunted as he looked up to see a sight. There standing above him was Dr. Octavius, with a scowl on his face causing Animo to cringe. He was in trouble now.

"Dr. Octavius," Animo spoke in a frightened voice. "I can explain."

"Explain what, Dr. Animo?" Dr. Octavius replied with a question. "Explain that you went on a rampage for petty revenge which not only caused attention to be drawn to you by not just Gwen 10 but S.H.I.E.L.D. itself!?"

"Please forgive me," Animo begged. "I won't do this again, I swear!"

"That's not for me to decide, Animo," Octavius replied before turning to the lab's monitor screen. "That's more of Mr. Osborn's department."

The monitor's image came to life to reveal Norman Osborn image before saying, "Dr. Animo, care to explain why you've made the news today?"

"Mr. Osborn," Animo sputtered out. "I can explain…"

"No need," Norman said. "I saw the fundamentals of your work and I must say I'm actually intrigued." This caused both Octavius and Animo's eyes to widen in shock.

"Are you serious?" Animo asked with confusion in his voice.

"Indeed," Norman replied. "If the power of your genius can do this with regular animals then I believe a certain project should have my approval."

This made Animo's face grow into a smile before saying, "Oh thank you, Mr. Osborn! You won't regret this decision!"

"See to it that I don't," Norman said before the image on the monitor flicked off ending the call.

"This is fantastic," Animo shouted in joy. "Now the project can go as—"

He was cut off as metallic armed tentacle wrapped around him. It pulled him close to the face of Dr. Otto Octavius, who had a hardened look on his face. Animo was instantly quite from the look as he shook with fear.

"Listen well, Animo," Octavius said. "Osborn may have approved of the project but know this, if you dare do something that brings attention ourselves again then I will personally make you one of the test subjects. Are we clear?"

Animo hastily nodded before saying, "We're clear, we're clear! We are so clear!"

"Good," Octavius said before dropping Animo before making his way to the lab table. "Shall we find test subject to begin with the experiments?"

Animo grinned as he got up and followed before saying, "We shall."

* * *

 **There we go! Hopefully you all love that chapter. Again I'm sorry it took so long to post this. Anyways keep an eye out for any grammatical errors and such and see you all next chapter, true believers!  
**

 **Next Chapter: Venom**


	6. Venom

**Hey guys, Aaron2014 here! Sorry if this was long wait or so. Been pretty busy the past few days. Mostly having to do with work and the release of the new Zelda game and stuff. Anyways I finally got this one posted so enjoy!**

 **(Song Starts)**

 **It started when an alien device did what it did**

 **And stuck itself upon her wrist with secrets that it hid**

 **Now she's got super powers, she's no ordinary kid**

 **She's Gwen 10. (Gwen 10)  
**

 **So if you see her you might be in for a big surprise,**

 **She'll turn into an alien before your very eyes**

 **She's slimy, creepy, fast and strong**

 **She's every shape and size**

 **She's Gwen 10 (Gwen 10)  
**

 **Armed with powers, she's on the case**

 **Fighting off evil from Earth or space**

 **She'll never stop till she makes them pay**

 **'Cause she's the brightest kid to ever save the day**

 **Gwen 10**

 **(Song Ends)**

* * *

 **Chapter 6: Venom**

In the subway of New York, the sound of a motorcycle was heard speeding through its tunnel. The cycle in question was none other than the Spider-Cycle and riding it was both Spider-Man and Gwen 10. This unfortunately wasn't a peaceful joyride.

 _ **(Hey guys! Gwen 10 here giving you the what's up today. I know what you're thinking, am I hitching a ride with Spidey on the Spider-Cycle in the New York Subway tunnels. The answer to that would be yes. Unfortunately this isn't the regular hang out we always do while in costume. Today we're encountering a familiar robotic individual from my encounter with a mad animal-mutating scientist. I bet you guess what it is.)**_

Behind them and closing in was none other than the Octobot, who was trying to get its tentacle arms around the two heroes. Spider-Man then steered the cycle out of the way of the metal tentacle before continuing to speed down the tunnel.

 _ **(Yep, it's that robot. This thing's been following us since 14**_ _ **th**_ _ **Street and it's getting really annoying. I know Spider-Man has a bad track record with robots but I think this will be my first time having a bad experience with one.)**_

As they sped through the tunnel, they came to one of the train stops. There various civilians were waiting for their train, until the sound of the cycle caught their attention. The looked and saw Spider-Man and Gwen 10 on the Spider-Cycle speeding on the tunnel's ceiling. Seeing the crowd and knowing that a multi-armed robot was chasing them, Spidey shouted out the most logical thing.

"Get down!" He shouted as they passed by.

Just as he said that and as they passed by, the Octobot appear gripping onto the ceiling of the tunnel, causing debris to fall. One of its arms wrapped around one of the columns before shooting towards the cycle riding heroes and causing the civilians to shout in panic.

Gwen 10 looked behind them to see a flash of light shine from the robot, before a metal tentacle shout out at them. Spider-Man took the initiative as he drove out of the way of the strikes.

"This little tentacle stayed home," He quipped before making the cycle dodge another strike. "This little tentacle stayed in the subway. And this—"

The cycle then began driving on the tracks of the subway, causing both he and his female passenger to feel the sudden bumps of the track. He immediately pressed a button on the Spider-Cycle's holo screen, causing the cycle to hop a bit before both its front and back tires separated into two tires. All four of the tires were now on the rails of the tracks no longer making bumping motions.

"Oh yeah!" Spider-Man said. "Smooth riding."

"Less talk, more driving!" Gwen 10 retorted.

They continued down the tunnel, with the robot still behind them, at quick speeds. Suddenly, the Octobot shot a tentacle out at the two heroes on the cycle again. It hit the cycle causing both heroes to fall off. Before she landed, Gwen 10 activated the Omnitrix before slamming the dial and in a flash of green light transformed into…

" **Big Chill!** " She shouted in a grave voice before taking flight away from the robot.

Spider-Man landed on the ground but immediately jumped onto a column on the side of the track. The robot rushed towards him before sending three of its metallic arms at him. Spider-Man jumped out of the way as the three arms hit the column, before jumping on the robot and bounded away towards his cycle. He jumped on before speeding off down the track again with Big Chill following after him.

Suddenly, one of the metallic tentacle-like arms shot after Spider-Man. At the end was what appeared to be a syringe of sorts. It made its way towards the web-themed hero before striking its target, which happened to be Spider-Man's right butt cheek. The spider-empowered hero yelped in pain as he looked behind him with a glare before kicking away the tentacle.

"Very inappropriate," Spider-Man said. "Bad robot!"

"Spider-Man, Gwen 10," The voice of Fury was heard as the two heroes looked onto the screen seeing the Director of S.H.I.E.L.D. himself. "Are you two playing with that thing or fighting it?"

"Uh…" Spider-Man replied but unfortunately didn't have an answer.

"You got weapons use them," Fury said in a firm tone.

"Yeah, untested weapons," Spider-Man replied as he looked at his S.H.I.E.L.D. web shooter which sparked a bit. "Electro webs? Not sounding safe."

"Hence they are weapons." Fury replied giving the point.

"Don't worry about the untested part," Big Chill spoke up catching Spidey's attention. "I personally tested them along with Doc Connors, Blukic and Driba." She then gave him a wink. "You know I wouldn't let my teammate use anything untested."

"Good point," Spider-Man said before facing the Octobot.

He fired a strand of his Electro webbing at the robot. Unfortunately, it dodged to the side and allowed the webbing to stick to the upper part of the tunnel. This made Spider-Man's eyes widen a bit before being pulled off his bike by the webbing. He was then immediately caught by the Octobot before being slammed down onto the tracks and pinned down by two of its arms. Spider-Man watch with wide eyes as one of the arms shot out another syringe, which was being pointed at Spider-Man.

"H-Hey," He nearly shouted as the syringe was trying to stick him again but kept moving his head out of the way. "I've already had my flu shot this month. Watch with the pointy end."

"Get off him, you rust bucket!" The voice of Big Chill was heard as she rammed into the Octobot.

The Octobot's attention was now focused on Big Chill, as she was flying towards the robot. The robot sent out one of its arms to strike her with. Big Chill immediately went intangible as the arm went right through her, causing no damage. She then spewed mists of liquid nitrogen at the bot causing part of it to freeze over with ice. It used its arms to smash the ice apart while it kept Spider-Man pinned to the track.

Suddenly a bright light was seen behind the Octobot, catching both Spider-Man and Big Chill's attention. They looked and saw one of the subway trains heading right for them, with its horn blaring as it came towards them. Both Big Chill and Spider-Man's eyes went wide at the incoming hazard.

"This will be pain," Spider-Man said aloud.

"Hold on, Spidey!" Big Chill shouted as she quickly flew over to the pinned hero.

She gripped onto Spider-Man's shoulders before mentally commanding her intangibility to activate. With this, both she and Spider-Man became intangible before sinking into the floor, causing the Octobot to lose its grip on the spider-themed hero. It then looked behind itself to see the train upon it before being smashed to pieces by the very vehicle.

As the train passed, Big Chill and Spider-Man phased up through the ground before becoming tangible again. Big Chill sighed in exhaustion as she reverted back to Gwen 10 in a flash of green light before nearly collapsing. Luckily, she was caught by Spider-Man.

"You okay," Spider-Man asked in concern.

She smiled before replying, "Yeah, just more exhausting when I do that with another person."

"I didn't know you could even do that," Spider-Man said as he allowed her to stand up.

"Neither did I," She replied. "I found out when I saved a civilian the other day."

"That's cool," Spider-Man said in awe. "If that isn't ultimate, then I don't know what is?"

Gwen raised a brow before saying, "You do remember I can turn into 'Ultimate' aliens right?"

Spider-Man chuckled sheepishly before rubbing the back of his head before replying, "Must have slipped my mind."

Suddenly, the sound of laughter was heard catching both heroes' attention. The looked and saw a crowd of civilians laughing at the sight in front of them. There was even a camera phone out taking pictures. The focus of the laughter seemed to be focused onto Spider-Man.

"What's so funny?" Spider-Man asked in a clueless tone.

Gwen then looked at where the eyes of the civilians were looking at before blushing. "Um, Spidey," She said as she pointed to what the people were laughing at.

Spider-Man then looked behind him and nearly screamed in embarrassment. There he saw a torn patch on the right butt cheek of his costume, showing off the said butt cheek. He immediately turned around covering the embarrassing spot. This was the most embarrassing thing that has ever happened to him. Well he has had some embarrassing moments but this was a doozy of a one.

Without wasting any effort, Gwen 10 took off her jacket before tying the sleeves around his waist, allowing the jacket to cover his bottom. She mildly glared at the civilians before activating the Omnitrix. Before she did, she noticed what appeared to be a roach on the watch-like device. Roaches were known to be abundant in New York but she didn't think about it before flicking away the bug. She immediately turned back to Big Chill in a flash of light before holding onto Spider-Man and flying out of the subway onto the streets of New York.

Unknown to the two heroes, the roach began making its way towards the dismantled Octobot. It stopped by one its tentacles, which the end immediately popped off revealing something inside. Inside was a robot around the roach's size, which had four legs and a singular, yellow optic. On its back was a vial of what appeared to be blood.

" _Bio-sample obtained_ ," the robot said aloud. " _Returning to headquarters._ "

With that the robot then began making its way down the tunnel. The roach clicked a bit before following after the robot, as its compounded eyes flickered in a green glow.

* * *

At Midtown High, the starting bell for the day went off. Running towards the entrance, both Peter and Gwen were trying to make it to the door. They couldn't be late for school today.

Just as Peter was about to reach the door, it closed before he slammed into it causing him slowly slide down off the door. Gwen couldn't help cringe as Peter made an implant on the door.

Gwen walked up to him, offering a hand before asking, "You okay, Peter?"

Peter sighed as he took her hand, being pulled up before replying, "Yeah, though I wish this day was better."

"Tell me about it," Gwen said with a sigh. "So what do we do now?"

"Guys," A voice whispered out to them catching their attention. They turned to their left to see Harry Osborn, who was waving towards them from the ground window. Both smiled in relief as they made their way towards the window before stepping into the school. "Remind me to buy you two watches, or maybe a watch company. Hurry up, we'll miss homeroom."

 _ **(Good 'ole Harry, a friend one shouldn't substitute. This guy's had Peter's back since all of high school. Luckily for me, he had my back as well. It wouldn't be fun explaining to my parents why I was late for school.)**_

"You'd forget where you live if either MJ or Gwen didn't walk you home," Harry said with a smirk. "Just make sure you're not late tonight."

This caused Peter to blink in confusion before asking, "Late? For…?"

Harry sighed before saying, "My dad's out of town? The penthouse is open for movie marathon with you, me and MJ." He then turned to Gwen. "In fact, how about you join us as well? You can bring Nancy with you and we can all watch movies together."

Gwen gave a beaming smile, "That'd be great, Harry!"

 _ **(Wow! I can't believe I and Nancy are being invited to Harry Osborn's own home. I wonder if his television is colossal. It probably is.)**_

"Excuse us," A female voice spoke up catching their attention. They looked and saw Ava, Danny, Sam and Luke standing in front of him before Ava continued. "But can we borrow Petey and Gwen for a teensy sec?"

"Can it wait?" Peter said. "Harry and I—"

He didn't get to finish that sentence as Sam staring pushing him away before saying, "Parker. Talk. Now!"

"Whoa, what's the deal?" Harry asked.

 _ **(The deal? The deal is these guys: Luke, Ava, Danny and Sam. They're super heroes sort of like Peter and I. Power Man, White Tiger, Iron Fist and Nova. Unfortunately we can't tell Harry that. It takes away the whole secret identity thing. So it's time for some good ole fashion cover up, Gwen style.)**_

"Sorry about this, Harry," Gwen said to Harry as she walked with the others. "Peter and I joined this Sci-Fi/Fantasy club and today we're having a meeting over club activities."

"Later, Harry." Peter said as he was dragged away by his team.

Harry gave a minor frown as he walked down the hall. Ever since those new kids showed up, Peter seemed to be spending some his time with them. He wasn't the only one, Gwen seemed to be part of their little group too, and however Peter was his best friend. What was so important that Peter had to spend time with them and not him? He shrugged it off before continuing down the hall to class.

* * *

In the laboratory of Dr. Octavius and Dr. Animo, the small robot carrying the bio-sample of Spider-Man's blood walked through the entry into the lab. Close behind was the roach from the subway. The robot walked over to Octavius, who was working on something on one of the computers. The doctor noticed the robot walking up to him causing him to give a grim smile.

"Welcome home, my cherished bio-sample," He said as one of his metallic tentacle arms grabbed the vial from the robot. He then proceeded placing the vial into a digital sequencer but stopped when he saw the roach on the floor looking up at him with a click. "Disgusting vermin! Get out of my lab!" Dr. Octavius was about to smash the roach but stopped as Dr. Animo stood in front of the roach.

"Wait!" Dr. Animo shouted. "Don't smash it!"

Octavius raised a brow before saying, "And why not, Dr. Animo? It's nothing more than a filthy, disease-ridden cockroach."

"To you and others maybe," Animo said. "But to me, the key of unlocking the secrets of Gwen 10's device. Dr. Otto Octavius, I present to you my prototype of genetic and cybernetic manufacturing, the Techno-Bug!"

"Techno-Bug?" Octavius asked in a monotone voice.

"Yes Techno-Bug," Dr. Animo replied in a snippy tone. "This cybernetic enhanced insect is able to hack even the most sophisticated of machinery. And thanks to this prototype, we may have the information we need to duplicate the device Gwen 10 has."

Octavius smiled deviously before saying, "Well, I'd say congratulations are in order but let's hope for your sake you've acquired what Mr. Osborn is seeking."

Without another word Dr. Octavius analyzed the sample acquired by his robot. On the screen, he could see the red blood cells at the current magnification. Tapping one of the cells on the screen, the computer scanned the blood cell which pulled up the DNA of it causing Octavius to grin at the display.

"Fantastic," He said aloud. "Better than I ever imagined." He then tapped part of the DNA sequence to get a better look at it, making him grin more. "It's magnificent. Marvelous… but unfortunately lacks something."

"Might I suggest this, Dr. Octavius?" Animo's voice spoke up catching his attention.

He looked and saw Dr. Animo near another monitor, which showed a DNA strand as well. However, this strand was vastly different. The color of the strand was green and not blue like the one on his screen. Plus the strand was made from different compounds he was familiar with but never thought would be seen in a strand of DNA.

Dr. Octavius looked at Animo in question before asking, "Just what am I looking at, Animo?"

"While the Techno-Bug was unfortunate not to gain the integrated blueprints of the device," Dr. Animo said. "It was however able to obtain a file of a 'locked' DNA strand within Gwen 10's device. Would this suffice?"

Octavius grins as he replies, "Let us proceed."

Quickly typing on the computer, the components need, which luckily was stored in the lab, began filling into a small vial before mixing entirely. The genetic solution was green in color which made sense considering where it came from. Dr. Octavius then took the vial before inserting it into the digital sequencer and began to work. He combined the solution and the bio-sample together before watching the result.

Both scientists watched in awe as the solution merged with the blood cells before turning them pitch black. The cells then lost their shape before their form became more amorphous. Octavius then pulled the vial out and both scientists looked inside. They saw a blob of black mass pulsing and changing shape within the vial. They could believe their eyes, they together created a new life form.

"It's an abomination," Dr. Octavius said aloud. "Monstrous!"

"And yet so fascinating and ingenious at the same time," Dr. Animo added.

The attention shifted to the large monitor as the sound of static was heard. On the screen, Norman Osborn's face appeared looking down at the two scientists before saying, "Did you get the sample?"

"You have no idea, Mr. Osborn." Octavius replied. "Dr. Animo and I have isolated the deadliest aspects of Spider-Man's DNA. It's incredible. Distilled aggression. Pure venom. You wanted an army? Imagine one clad in living armor that infuse your soldiers with Spider-Man's powers. All we need is a few a few months…"

"Months?" Norman interrupted with a raised brow.

"Months," Octavius replied. "This is practically a new life form. The dangers of rushing—"

"Afraid lightning will strike twice?" Norman asked in an impatient but calm tone. "I gave you the facilities, the body and the help to handle our unique scientific endeavors. Use them."

Dr. Octavius inwardly growled but replied, "We will have something for you tonight." With that, the video call to Norman ended.

* * *

Back at Midtown High, it was lunch time, a time where students got together to eat and have fun. Unfortunately, Peter Parker wasn't having fun right now. He was frowning as Ava, Sam, Luke and Danny were laughing at the embarrassing picture of Spider-Man. He wasn't the only one not laughing. Gwen too was also frowning. That certain situation was not funny considering they were fighting a large octopus-like robot which for some reason wanted to stick Spider-Man with needles. It was not a fun experience for the two them.

"Okay, that I didn't need to see," Ava spoke as she sat next to Peter. "Why did we find out about this from Fury and not you two?"

"Um, because we just got here?" Peter replied. "You guys aren't our mommies and daddies."

"But they are our team, Peter," Gwen said. "They do need to be informed about anything that happens to us on the field."

"Even the embarrassing parts?" Peter asked with a raised brow.

Gwen sighed a bit before replying, "Even embarrassing parts."

"Stand alone or fall together, Pete." Danny said putting a hand on Peter's shoulder. "That's why we wanted to talk."

Peter shrugged off the hand before saying, "You want to talk? Let's talk about how you made me blow off my best friend. My time _is_ my time. That was the deal I made with Fury."

"We also made a deal to work together, remember?" Luke said.

"Yeah, you got a job now, Parker." Sam added. "You don't need to kiss up to money bags anymore for cash."

The sudden sound of a lunch tray slamming on the table was heard. Gwen, Peter and the others looked to see Harry, who had slammed down the said tray. With a frown on his face he began to walk away from the table. Peter then immediately went after his best friend leaving the others there.

Gwen looked at Sam with a frown on her face. She saw that he had a smile on his face, which tore it for her. She raised a hand up before giving a major slap across Sam's face, causing the boy to cry out in shock as he fell out of his chair. The others were shocked at what Gwen did as the male teen rubbed his cheek while sitting on the floor, though they couldn't blame her for it.

"That was so out of line, Sam." Gwen said with a harsh tone before following after Peter.

Sam continued to rub his hurt cheek before asking, "What did I do?"

"There are many parts between the mind and the mouth." Danny said in proverb. "You should try using them sometimes."

"In my opinion," Ava spoke up. "You deserved that."

In the hallway, Gwen made her way towards Peter, who was in conversation with Harry. She reached close enough to hear what they were saying.

"Harry, I can explain…" Peter said.

"You don't need to explain," Harry said. "You have your detention friends to save your butt now."

"They are definitely not my friends," Peter retorted a reply.

"Oh yeah?" Harry asked with a raised brow. "Then what are they?"

"It's… complicated." Peter replied.

Harry frowned before turning to walk away and said, "Didn't use to be."

Gwen couldn't help but frown when she saw Peter gain a down casted look. She immediately walked up to the boy and places a hand on his shoulder, which caught his attention.

"You okay?" She asked.

"Not really." He simply replied.

"He'll come around eventually," She said. "I believe he just feels left out. Maybe we should make a plan?"

"I couldn't say it better myself," A female voice spoke catching their attention. They look and saw Mary Jane Watson. "Like Gwen said, Harry feels left out, so include him. Bring the new kids to his place tonight. By the end of the first flick it will be like old times with new friends."

Gwen and Peter blinked a bit before looking at one another. It wasn't actually a bad idea. It might be rough at the beginning but in the end it might work out.

"If you say so," Peter said, though still felt unsure about it.

* * *

Later that night at the Osborn home, Harry at the moment was watching the news. It was another segment on Spider-Man and his new partner Gwen 10. It showed footage taken at the subway where they fought the Octobot, before it was smashed to pieces by the subway train. The news didn't matter right now since he had a lot on his mind at the moment, mainly revolving around a certain best friend.

"Harry, everything alright?" Norman's voice spoke up catching his attention.

"It's nothing, I'm fine." Harry slightly muttered.

"What is it, son?" Norman asked. "We have no secrets."

He sighed before answering, "Pete's hanging with some new guys and he sort of ditched me."

"That doesn't sound like him," Norman replied while checking his watch.

"I know," Harry said. "But ever since those new kids showed up he's been different, he's distracted."

Harry looked up and saw that his father at the moment was distracted with the news on the TV. Norman watched intently and listened to the two newscasters talk about Spider-Man and Gwen 10. Harry couldn't help but inwardly groan, considering his father was obsessed with Spider-Man.

"So," Harry spoke up. "I'm going to move into the sewers and train albino alligators for the circus, okay?" This didn't get a response from Norman. Harry mildly scoffed before saying, "Dad of the year. Maybe I should learn to wall crawl."

"It'll work itself out, Harry." Norman said. "These things always do. I left a thousand dollars in case you get hungry. See you later, son." With that, Norman Osborn left the penthouse and Harry alone.

Just as he left, Harry pulled out his smartphone pressed a button for speed dial. It rang before someone on the other end answered and he replied, "Hey, it's Harry." He paused before replying, "Harry Osborn. What do you think we could do with a thousand dollars and my dad's penthouse?"

At the elevator, the doors opened up to reveal Peter, Gwen and the S.H.E.L.D. team in their civilian attire. They were ready to have some fun tonight, watching movies and other things. Gwen was surely excited about this, considering this is the first time she's been to Harry's place.

"Think of it as a team bonding exercise," Peter said. "Just without the costumes, fighting and stuff."

Sam frowned a bit before saying, "I don't need a new friend."

"Maybe not," Peter said. "But if you guys are going to invade my life, it's going to be on my terms. Harry's cool, it's going to be fun."

"Whatever," Sam said in a sulking tone.

"There's going to be movies and snacks," Gwen added with a smile.

Sam paused a bit before replying, "You had me at snacks."

Peter then rapped on the door and waited for Harry to answer. The door opened but however it wasn't Harry. This made both Peter and Gwen's eyes widen in shock.

"Flash?" Peter said in shocking surprise.

The blonde jock then opened the door before shouting, "Party!"

Sure enough, it was a party. Practically every student from their class was there. There was music, partygoers mingling and sure enough snacks and confections being served. Gwen ever saw her friend Nancy dancing amongst the crowd. This caused both Peter and Gwen to blink in confusion.

"Well," Peter said. "Didn't see that coming."

"Ditto," Gwen added with a nod.

* * *

Norman had just arrived at the lab to see Octavius and Animo's progress with the current project. He was shocked to find parts of the laboratory in shambles. Machines were either smashed or aflame with black smoke being expelled. His attention was brought to Octavius and Animo walking up to him.

"The new life form escaped." Octavius informed Norman.

"Octavius, Animo, what happened?" Norman asked in a firm voice. He wanted answers.

"You wanted a monster." Octavius replied. "We made you a monster." His attention shifted to a ripped off grate leading into a metal tunnel. "Or a masterpiece, history will be my judge."

Norman walked near the exit before asking, "Where is it?"

"Best guess," Octavius replied. "It's going back to where it came from."

Norman's brow furrowed a bit before saying, "Spider-Man."

"Unfortunately, Mr. Osborn," Animo spoke up. "He won't be its 'only' target."

"Explain," Norman simply asked, but the firmness still in his tone.

"You see," Animo explained. "Spider-Man's DNA wasn't the only thing added to the life form. We combined that with a synthesized genetic serum created from a genetic blueprint obtained from Gwen 10's device. And since part of her DNA was mixed with the device, it would make Spider-Man and Gwen 10 its genetic parents."

"And now it seeks what would be its family," Norman concluded gaining a nod from the scientist. "My, what a twisted reunion this will be."

* * *

Back at the Osborn penthouse, the party was still going. All of the students were raising their hands in the air like they didn't care. Except our favorite group of heroes-in-training, which they were confused by this whole thing.

"I'm missing homework for this?" Ava asked with an annoyed tone.

"This wasn't supposed to be… this." Peter answered before seeing one of his friends. "MJ!"

"Hey guys," Mary Jane said as she made her way over to the group. "Some party, huh?"

"I thought it was supposed to be movie night?" Gwen asked.

"Me too," Mary Jane replied. "But apparently we're watching half of the school party down at Harry's place instead."

"The whole school actually," Harry's voice spoke causing Peter and Mary Jane to turn around. "Except for the ones who weren't invited."

He then jabbed a thumb to Ava and the others. Gwen, Peter and Mary Jane looked and saw Sam stuffing his face with confections at the table. Ava then jabbed an elbow into Sam's back lightly telling him to show some manners.

"Whaht?" Sam said with his mouth full. "Thewe goohd nahchos!" Ava pointed towards Harry but Sam kept on eating.

"I invited them, Harry." Peter said. "I thought maybe if everyone got to know each other things could be cool." He saw Harry's expression didn't change. "Harry, I'm trying here, c'mon."

"I don't need any more friends." Harry replied. "As you can see, I've got plenty." To put emphasis on his answer, Harry then ran up to stage area where the piano was. He jumped onto it while holding the microphone with a smile on his face before shouting, "You guys are the best!"

"Harry! Harry! Harry!" The guests at the party chanted.

This caused Harry to gain a smug grin on his face. Peter made a minor down casted look. Mary Jane and Gwen looked at one another with a frown. This plan seemed to go sour pretty quickly.

"Maybe my plan was a little ill advised," Mary Jane said. "Any ideas?"

"Well—"

 **BEEP! BEEP! BEEP! BEEP! BEEP!**

Gwen was immediately cut off from the loud beeping noise. This cause Mary Jane and the others to look at Gwen while holding their ears, to keep the sound of the beeping to a minimum on their hearing. Gwen looked down at her wrist and saw that the Omnitrix was making that sound. On the faceplate, the hourglass symbol was now yellow and flashing. With each flash came the beeps which were getting annoying.

"Is that a watch?" Mary Jane asked as she held her ears.

"Yeah," Gwen replied nervously as she covered it. "I need to get it fixed. Be back real quick!" With that she ran out of the room at haste.

Mary Jane raised a brow, "Maybe she should invest in a new watch, right Peter?" When she didn't get an answer she looked around and saw the boy was gone as well before giving a sigh. "Well this is going swell."

In the hallway, Gwen made sure to find a place to see what was up with the Omnitrix. Ever since she had it, it's never done anything like this before. She groaned as it kept beeping. She was going to get the bottom of this.

"Omnitrix," She said to her watch. "What the heck is going on with you?"

The watch minorly beeped before saying, " _ **Genetic variant detected in vicinity. Omnitrix functions unavailable until scanning of variant complete.**_ "

"Genetic variant?" Gwen asked. "What genetic variant? Also why can't I use you until I scan this 'variant'?"

" _ **Genetic variant detected in vicinity.**_ " The Omnitrix repeated. " _ **Variant located ten meters from current position.**_ "

"Ten meters?" Gwen said. "But that would put whatever you're talking about at…" She then gasped in realization. "The party!"

Without wasting any effort, Gwen uncloaked her S.H.I.E.L.D. communicator before pressing a button. In a shimmer, her clothes were replaced with her hero attire. With a determined look on her face she rushed back to the penthouse.

Just as she arrived she saw various students running out of the penthouse in fright. Whatever this variant was, it was now causing havoc in Harry's home. She made a mad rush towards the entrance just as the last bit of students left. She turned around to see Ava and the others, minus Sam and Peter, escorting Harry and Mary Jane out of the penthouse.

She then turned back to the room to reveal a frightful sight. There fighting Spider-Man appeared to be a pitch black-skinned creature. It had a jagged mouth full of fangs, sharp claws and pure white, jagged predatory eyes. What's worse was what appeared to be tentacles sprouting out of its back.

 _ **(Oh great…I know enough hentai to know where this is going to go… What? Don't look at me like that guys. It's natural for teens my age to be curious about sexual stuff.)**_

The creature shrieked as it sent jagged tentacles at Spider-Man. He took action by jumping out of the way from the bookcase he was clinging to. He landed on the floor before getting into a fighting position with a furrowed brow.

"I'll only say this once without laughing," Spider-Man said. "Let the jock go, stink breath."

Nova then floated down next to Spider-Man before saying, "I think it likes you, webs."

"Feel free to ask it out, Bucket Head." Spider-Man retorted.

Gwen 10 then walked up next to the two before asking, "Should I ask why you told it to let the jock go?"

"To make it short," Spider-Man said. "That thing over there somehow bonded with Flash and is using his body to attack me."

Gwen 10 then noticed the creature looking at her as well, "Then why is that thing also eyeballing me?"

The creature shrieked as it sent tentacles at the three heroes. Gwen 10 and Spider-Man moved to the side while Nova was slicing off the tentacles with his hands encased in energy. Spider-Man couldn't help but smirk at the golden helmet wearing hero.

"I think it likes you better, Nova," Spider-Man snarked.

"I got this." Nova retorted.

Before he could react, the creature's form shifted before separating from its previous host, Flash Thompson, who was disoriented and grossed out by the experience before falling over. The amorous mass of the creature then attached itself to Nova, causing him to struggle and scream. Spider-Man and Gwen 10 watched with wide eyes as the black substance started encasing their teammate.

"It's in my pits!" Nova shouted as he struggled. "And worse it's in my pants!"

The mass fully merged with Nova. The now possessed Nova looked down at the two heroes, both eyeballing the two of them. It gave a feral grin, like it was sizing up its prey. Spider-Man and Gwen 10 backed up a little from the creature's gaze.

"Gwen, now would be a good time to go alien." Spider-Man said.

"I would, but I can't," Gwen 10 replied. "The Omnitrix is unavailable until I scan that thing."

"Say what!?" Spider-Man said with wide eyes.

Their attention was caught as they saw the creature forming a spiked mace from its claws, which was also enveloped in the energy Nova uses. It then used its natural elasticity to send its mace arm at the two heroes. Spider-Man immediately picked Gwen 10 up bridal-style, causing her to blush, and dodged out of the way of the incoming maces. Gwen knew to hold on tight as Spider-Man kept her from becoming bludgeoned or impaled by the organic mace.

Seeing its current tactic wasn't working, the creature enveloped its arms in energy before zooming towards the two heroes. Both heroes' eyes widened as it smashed into them causing them to fly out the window, smashing it to pieces. With that they began their fall from the building itself.

"Spidey, help!" Gwen 10 screamed as she made her descent below.

"I got you!" He shouted as he fired a strand of webbing at her. It attached to her back before it bungee loaded her back up and landed his arms. He gave her an assured smiled before saying, "We got to stop meeting like this."

"Do you say that to all the girls you save?" She asked with a grin. She giggled a bit when he turned away a bit with a blush.

Spider-Man's Spidey Sense went off as he held onto Gwen before quickly scaled up the building. Just as he did a blast of blue energy hit the side of the building causing dust and debris to fly. Gwen held on tight as she and Spider-Man landed on another part of the buildings side while looking down at the slime-possessed Nova.

"Okay, this time not a robot," Spider-Man said. "Definitely organic, alive, jumping from host to host."

"You mean like a Symbiote?" Gwen 10 spoke up, which answered his deduction.

"Exactly!" Spider-Man replied. "Man, it's great to have another science wiz on the team. Heh, I said wiz." His Spider Sense went off, warning him about something below. "Uh oh."

Spider-Man immediately jumped up higher on the wall of the building. Just as he did a blast of energy hit the side again, which the Symbiote-possessed Nova began chasing after the two heroes. It wasn't before long they reached the roof of the building. Spider-Man landed and then set Gwen 10 down on the ground as they faced the Symbiote. It hissed at them but stopped abruptly, causing the two heroes to raise a brow in confusion.

"GET IT OFF ME!" Nova's voice was heard as the creature was then covered in the same energy Nova uses. It expelled out trying to force the Symbiote off but unfortunately didn't work. It wasn't long before White Tiger, Power Man and Iron Fist showed up to enter the fray.

"How do we stop that thing without hurting Nova?" White Tiger asked looking at Spider-Man. "Ideas?"

"My irresistible comedic banter seems to have no effect." Spider-Man replied getting a deadpan look from White Tiger. "That's all I got."

"I can take it." Power Man spoke up with a firm voice.

"Let's not be hasty," Spider-Man said. "Make him promise to clean your room or something first." This caused Power Man to groan before rushing to the Symbiote. "Kidding. Don't touch it or it'll stick to you!"

"Not if you touch it hard enough." Power Man replied.

The super-strengthened teen then immediately grabbed the Symbiote. Surprisingly, he was able to tear it off of Nova but unfortunately went south fast. The Symbiote then started attaching itself to Power Man. The super strengthened teen struggled to pull it off but it was too late.

"Power Man, no!" White Tiger shouted in concern.

"This is bad," Spider-Man said.

"And about to get worse," Gwen 10 added.

The others watched as the Symbiote fully bonded with Power Man. Unlike when it bonded with Nova, its eyes were covered by Power Man's sunglasses. The Power Man-bonded Symbiote then shrieked as tentacles bursted from its back before pouncing at the four heroes. The heroes quickly dodged out of the way of the pounce.

The Symbiote then focused its attention on Spider-Man, which it extended its arm out like a whip and sent it at the wall crawler. Spider-Man jumped over the Symbiote whip before firing a strand of webbing at it. The strand hit but unfortunately was being dragged in. Spider-Man's eyes widened as the Symbiote absorbed the webbing like it was slurping up a noodle of spaghetti. Gwen 10 couldn't help but being shocked at this as well.

"It can absorb your webbing!?" Gwen 10 said in a shout.

"I'm as shocked as you are," Spider-Man replied.

Iron Fist jumped towards the Symbiote with his right fist covered in chi. The Symbiote jumped and avoided Iron Fist as his chi enhanced fist hit the flooring of the roof. It then gave a front kick to the underside of Iron Fist's chin, causing the martial artist teen to be sent back a few feet before lying on the ground completely.

White Tiger proceeded to ambush the Symbiote from behind. Unfortunately it didn't work as the Symbiote sensed her from behind it before sending at tentacle to counter her. It pulled her into a tight grip before the Symbiote slammed her into the ground. The Symbiote then turned its attention to Spider-Man.

Gwen 10 at the moment was fiddling with the Omnitrix trying to get it to work. Unfortunately it wasn't complying with her. "Come on, Omnitrix! My team needs me right now."

" _ **Function not available,**_ " The Omnitrix replied. " _ **Scanning variant must be complete before function can be available.**_ "

Gwen 10 looked up and saw that the Symbiote at the moment was distracted, in this case being electro-webbed by Spider-Man. She huffed before saying, "Better time to do it than later. Omnitrix scan life form."

" _ **Activating Scan Mode,**_ " The Omnitrix said. The core then popped out before a yellow, flat horizontal beam of light hit the Symbiote before scanning it from head to toe. The scan didn't take long as it stopped before the core went back into the Omnitrix. " _ **Scan complete. Life form is a genetic variant composed of 50% Klyntar Symbian, 25% arachnid/Homo Sapien hybrid and 25% Homo Sapien DNA.**_ "

"Arachnid Homo Sapien hybrid?" She repeated aloud. She though a bit before the light bulb in her head lit up knowing the answer before saying, "That thing was created from combining alien DNA with Spider-Man's!?" Her attention was turned back to the Symbiote as it was combating with Iron Fist again.

"All life is sacred, creature." Iron Fist said. "But what you're doing is wrong. Let him go before I forget I'm a pacifist."

Gwen then noticed Spider-Man climbing up from the side of the building. She rushed over and helped him over. He gave a nod in thanks, and then turned his attention to Iron Fist before saying, "Hasn't anyone ever heard of a long distance attack?"

Both Iron Fist and the Symbiote charged one another. With a raised chi enhanced fist, Iron Fist punches the Symbiote in the chest. This in terms separates it from Power Man, causing the teen that it bonded with to be sent into a ventilation vent. The Symbiote then proceeded to merge with Iron Fist. However, that proved difficult thanks to Iron Fist's major acrobatics and enhanced agility. He even sliced through a few pieces of its mass with his chi enhanced fist.

"Keep it up, Iron Fist," Spider-Man called out. "We'll find a way to contain it."

"And how do we contain a blob of black alien goo on a rooftop?" Gwen 10 asked with a raised brow.

"Still trying to figure that one out," Spider-Man replied.

Iron Fist then made for a jump to invade the Symbiote. Unfortunately, the Symbiote was able to ensnare his leg before pulling him to the floor. It then proceeded to bond with the martial artist, causing both Spider-Man and Gwen 10's eyes to widen.

"Iron Fist!" Spider-Man called out in concern.

Iron Fist looked at the two as he stood up as the Symbiote began taking over before saying, "I can hear its thoughts, they're-they're confused. Spider-Man, Gwen 10, it wants…both of you." With that the Symbiote fully took over before shrieking at the two heroes.

"What a problem," Spider-Man said. "I'm sorta planning to be me for the rest of my life." He then saw Gwen looking at him with a raised brow. "What? I do."

"And here's the main question," She said. "Why does it want me?"

"For you style and good looks?" Spider-Man replied in a joking manner. The conversation didn't last long as his Spidey-Sense went off.

The Symbiote-possessed Iron Fist then jumped at the two heroes. He began to use Iron Fist's knowledge of martial arts to enter close combat with Spider-Man. Spider-Man dodged a few times and also blocked a few hits. One of the Symbiote's attacks hit Spider-Man while he blocked with is right arm, which he then rubbed it contently to ease the pain away. Spider-Man then ducked from a chi-covered fist before firing a strand of webbing at the Symbiote's face. It tried smash Spider-Man, who back flipped away from it land gracefully as he watched it absorb his webbing again.

"H-how about we compromise?" Spider-Man said. "I get my body on weekends and weekdays. You get it when I have to mow the lawn."

The Symbiote ignored him as he sent a chi-covered punch at him. This caused Spider-Man to fly off the roof and crash into a Daily Bugle Communications billboard. The Symbiote then turned its attention to Gwen 10, who was ready to fight.

"Alright ugly, it's just you and me," Gwen 10 said with a furrowed brow. "How about you let my teammate go and I won't have to rough you up too much."

The Symbiote gave her a creepy grin, making her shutter, and did something she didn't expect. It spoke.

" **Moooootheeeeeerrr,** " It said in a deep voice, causing Gwen 10's eyes to widen.

 _ **(D-did that thing call me its mother!?)**_

The Symbiote shrieked before rushing towards her. Without hesitating, she checked her Omnitrix and to her luck saw it was back to its original green hourglass symbol. She immediately activated it, causing the core to pop up before slamming it down and in a flash of green light, Gwen 10 transformed into…

" **Diamondhead!** " the female Petrosapien shouted. She held out her arms before firing shards of diamond at the Symbiote.

The Symbiote dodged side-to-side, evading the diamond shards. Seeing this not working, her arms formed diamond swords before she rushed towards it.

* * *

On the side of the building walking up the metal fire escape, Mary Jane Watson hoped to get the scoop of a lifetime. Behind her was Harry Osborn, who was trying to keep her from hurting herself.

"MJ, what are you doing?" Harry asked in concern.

"Getting the scoop of the year," She replied. "This is my ticket at a job at the Daily Bugle."

"More like a ticket to the hospital," Harry argued.

Mary Jane didn't listen as she continued up the steps towards where the sounds of the battle were heard. Harry sighed in frustration before following after the redhead.

* * *

Back on the roof, Diamondhead was knocked into a ventilation vent. She groaned as she held her diamond-hard head as she looked up at her opponent. With the Symbiote bonded to Iron Fist, it wasn't an easy opponent. The chi-enhanced fists could smash through her diamond walls and even if her body was durable, it still hurt.

The Symbiote was about to rush her but stopped abruptly. It seemed to be struggling for control of its body. Diamondhead watched as the Symbiote's right hand was encompassed with chi. She then heard Iron Fist's voice shout out.

"GET OUT!" He shouted as he slammed his fist onto the floor. This caused the Symbiote to separate from Iron Fist indefinitely. Unfortunately, it had eyes on another target.

Diamondhead looked to the side to see White Tiger, who was in position to attack the Symbiote if got close. The Symbiote itself was making its way towards the cat-like heroine. Without hesitating, the female Petrosapien immediately got up before rushing towards the Symbiote. She got in front of White Tiger, just as the Symbiote pounced. Instead of White Tiger, it pounced onto Diamondhead and began to merge with her.

Spider-Man saw this and shouted, "Diamondhead, no!"

Diamondhead struggled to get the amorous pile of goo off of her. The others watched as the Symbiote began to take her over. Her entire crystalline body was covered in the black mass, before she turned to the others with sharpened fangs and pointed eyes. The Symbiote-merged Petrosapien shrieked at the others.

"This is so not good," Spider-Man said in a worried tone.

"Not only that, but that thing also has her transformations at its disposal," White Tiger added with the same tone. "How do we stop her?"

"Hopefully it doesn't know how to switch forms?" Spider-Man said in a hopeful voice.

They looked and saw the Symbiote grin with glee as it looked down at its chest at the dial. This made both White Tiger and Spider-Man's eyes widen at the horrifying truth. The Symbiote was going to use the Omnitrix. The Symbiote raised its right clawed hand up before slamming down on the dial of the Omnitrix. Both Spider-Man and White Tiger flinched as that happened. When they didn't see the flash of light they looked back at it in confusion.

The Symbiote was just as confused as well. It looked at its chest and slammed the dial again. Nothing happened again until a beeping sound from the dial was heard by it and the two heroes. They saw the dial was also giving off a blinking green light.

" _ **Unauthorized access detected**_ ," The computerized voice of the Omnitrix spoke up, catching the hero's attention.

"Unauthorized access?" White Tiger spoke up with a raised brow.

"I get it," Spider-Man said catching her attention. "The Omnitrix must have some sort of security to keep others other than Gwen from using it."

" _ **Activating Omnitrix security protocol**_ ," The Omnitrix's voice spoke up.

Suddenly, bright green energy began to grow from the dial. Spider-Man and White Tiger watched as the energy then shot through the Symbiote's body, causing it to shriek in pain. The mass around the Petrosapien began to shift and warp until it was shot off of Diamondhead. The Symbiote landed a few feet away in a heap, sparking with green electricity. Spider-Man and White Tiger saw Diamondhead with a look of daze and exhaustion. In a flash of red light, she reverted back to Gwen 10 before falling over. Spider-Man quickly jumped to her and caught the heroine before she fell to the floor.

"Gwen, you okay?" Spider-Man asked with concern.

Gwen 10 groaned a bit before opening her eyes and looked at Spider-Man before asking, "What happened?"

"Well, you got possessed by the Symbiote." Spider-Man explained causing Gwen to groan in disgust. "But your Omnitrix activated a security protocol and shocked the thing off you."

"Then why do I feel drained?" Gwen asked in tired tone.

"Maybe it took a lot of energy to use the protocol," Spider-Man brought up. "That would explain why you transformed back and why you're tired. All in all, I'm glad you're okay."

"It's sweet that you were worried about me," Gwen said with a smile. This caused Spider-Man to blush a bit under his mask.

"Guys, look out!" White Tiger called out in concern.

Spider-Man and Gwen 10 looked to see the Symbiote was about pounce on them. Without hesitation, Spider-Man grabbed Gwen before tossing her away at White Tiger. The heroine caught her just as the Symbiote latched onto the web-clad hero. Gwen 10 and White Tiger's eyes widened in horror as the mass of black goo bonded with Spider-Man.

"Spidey, no!" Gwen 10 shouted as she reached out to him but was held back by White Tiger.

The Symbiote's appearance changed once it merged with Spider-Man. Its body was now had a hulking form with a muscular build. On his chest was a pure white spider symbol and had two white square patches on the back of his hands. Its mouth was filled with sharp, white fangs and a long tongue. In other words, it looked more sinister than when it bonded with the others.

"S-Spider-Man, is that you?" Gwen 10 called out with a stutter.

The Symbiote then grinned before saying, " **There is no more Spider-Man and no more Symbiote. Only…VENOM!** " The Symbiote, now known as Venom, gave a mighty shriek at the two heroines.

"Spider-Man, I know you're in there." White Tiger said with her claws raised. "I don't want to hurt you."

" **But we want to hurt you,** " Venom replied before charging at the heroine.

White Tiger retaliated by slashing at Venom, causing a few gashes to form on its black body. Unfortunately, the Symbiote's healing factor worked instantly and made it appear as if it wasn't hurt to begin with. Venom then went in for a punch, however, White Tiger back flipped out of the way of the crushing blow. She used her natural agility before flipping onto a platform near an antenna tower. Venom grinned before sending a volley of tentacles at her. Before she could react, a few of the tentacles pulled down the tower and pulled her feet from under her, causing her to be trapped under the fallen tower.

"Iron Fist, help White Tiger!" Gwen 10 called out to the martial artist. He nodded and assisted White Tiger, while she confronted Venom. "Spidey, I know you're in there. You need to fight it!"

" **There is no, Spider-Man. Only Venom!** " Venom replied with a grin as its tongue lathered out, causing her to shiver in disgust.

Gwen 10 then tried to active her Omnitrix, only to receive a powered down beep. She looked down at it to see it was still recharging from the security protocol from before. She groaned before saying, "Worst time to be powered down, Omnitrix."

A battle cry was heard, catching both Venom and Gwen 10's attention. They looked to see Iron Fist running towards Venom, with his fist encompassed in chi energy. He made for an attack but unfortunately was entangled by Venom's tentacles. It twirled Iron Fist around before sticking him to the wall with bio mass. Once he was out of the way, Venom turned his attention to Gwen who started backing away again.

Behind Venom, Nova lifted himself up, looking at the Symbiote walking towards his second-in-command before saying, "I wish we hadn't just have a special moment where you sacrificed yourself and junk. Sorry, Web-Head."

With that, Nova then fired a beam of energy at Venom. It hit the Symbiote causing it shriek in frustration before turning its attention to Nova. As the beam of energy blasted it, Venom was forcing its way towards the helmet wearing hero. This caused both Nova and Gwen 10 to widen their eyes in shock.

In the background, Mary Jane Watson and Harry Osborn were watching the battle. Mary Jane was filming it with her smartphone while Harry looked around to see if his best friend was around.

"Do you see Peter?" Harry asked his red-headed friend.

She shook her head before replying, "Can't get a clear shot."

Harry then looked at the battle, focusing on Venom before saying, "Whoa! It's stronger than Spider-Man."

Venom made his way towards Nova, who just stopped firing his energy blast in exhaustion. It grabbed the helmet-wearing hero, raising him up in the air before slamming him down into the ground. Venom hissed as he then looked to the side and saw both Mary Jane and Harry. It grinned before rushing towards the two teens.

Just as it was about to reach for them, it stopped immediately before crying out in pain. Venom's form began to shift and bulge as Spider-Man bursted out halfway from the Symbiote's body. Gwen 10 and the others watched as Spider-Man initiated close combat with Venom, sending out punches at the mass of black goo.

"Alright, ugly, leave my friends alone!" Spider-Man said giving Venom another punch to its face.

Gwen and the others watched as Spider-Man and Venom exchanged blows with one another smashing through various objects in their fight. Unfortunately for Spider-Man, Venom's strength didn't wane. Since it was still attached to him, the Symbiote wouldn't tire until it was without a host. Venom then enveloped Spider-Man's fists before trying to pull him back into its body.

"It's too strong," Spider-Man said in a struggled voice. "Can't do it… alone!" He then gave a yelp as he was pulled back into Venom once more.

"We have to save Spidey," White Tiger said. "Anyone have an idea?"

"I think I do," Gwen 10 said catching their attention. "When the Omnitrix scanned it, it said that thing had alien and Spider-Man's DNA. Since that thing had an interest in both me and Spider-Man, I would guess it also has my DNA as well."

"What's your point?" Power Man asked with a raised brow.

"My point is that the Omnitrix was able to identify the species used to create that thing," Gwen 10 replied before turning to Nova. "Nova, you're the alien expert. Can you tell me what a Klyntar Symbian is?"

This caused Nova to pale a bit before saying, "Yeah I do. The Klyntar Symbians are a race of amorphous life forms from the Andromeda Galaxy. They're known to attach themselves to other life forms to gain full bodies."

"Any weaknesses?" Gwen 10 asked.

"Three," He simply replied. "The first one is fire, the second electricity and the third is sound."

A minor beep was heard as Gwen looked down at her wrist. There she saw that the Omnitrix was fully recharged and ready to go. She smiled before saying, "Then it's time to crank up the volume." With that, she activated the Omnitrix before slamming down on its core and in a flash of green light she transformed into…

" **Echo Echo!** " She shouted in a high, pitched robotic voice.

This caused Nova to smirk before saying, "A Sonorosian, an excellent choice."

The female Sonorosian nodded at him before replying, "Can't. Burn. Him. As. Heatblast. And. Cannot. Shock. Him. As. Feedback. So. This. Was. The. Best. Option."

Without another word, Echo Echo then made several copies of herself. They surrounded Venom, who was giving each one a furrowed glare. They got all in position and ready to begin. Each took a deep breath before sending out blasts of sound at Venom. As the sound waves hit, Venom shrieked in pain as his form began to distort and shift. A few seconds passed as Spider-Man was seen bursting out again but was immediately pulled back into the Symbiote. Venom growled as it raised both arms up before slamming them on the ground. This in terms caused a shockwave to shake the roof a bit and knock a few of the Echo Echo copies off balance, ending the attack all together.

"It's. Not. Enough." Echo Echo called out. "Regroup. Everyone!" The copies followed her order before merging back into her. She faced Venom, who was growling with his tongue lashing out, before saying. "Alright. Big. Boy. Looks. Like. I'm. Going. To. Crank. It. Up. To. Ultimate. For. You."

She turned the dial on her chest, causing the Omnitrix core to pop out before slamming her hand down on it, causing four spikes to pop out of the dial rim. Her body then was enveloped in a wave of green energy, causing her body to change again. Her height grew up to her average height and her shape was feminine. Her body was now covered in blue metal skin with fifteen blue, speaker-like components attached to her body and had longer arms and legs, which were stumped. The power control pack was replaced with a marking resembling a cassette tape. The transformation was complete leaving her teammates in awe of the new transformation.

" **Ultimate Echo Echo!** " She shouted out in a more feminine robotic-sounding voice, similar to a speaker.

"Whoa!" Nova exclaimed. "An Ultimate Sonorosian."

"Yep," She replied before turning to Venom. "And this one's going to raise the roof."

She then grabbed two disks from her shoulders before tossing them at Venom. They circled around the Symbiote before duplicating and forming a dome around it. Venom shrieked before trying to pounce at U. Echo Echo. Unfortunately, one of the disks sent out a wave a sound, causing the Symbiote pain and knocked him back.

"Sorry, slimy," She said. "It's rude to interrupt a concert. Also Spider-Man, sorry about this, this is going to hurt." She crossed her arm before shouting, "Sonic… DOOM!"

With that, waves of sound were bombarding the Symbiote. It shrieked it pain and agony as the waves kept pummeling it. The others had to cover their ears at the intensity of the sound as they watched in shock. Venom's body began to bulge out before it dispersed, destroying the creature completely. U. Echo Echo stopped her attack immediately before looking at the result. There in the middle she saw Spider-Man, who was dazed and tired at the same time. He was about to fall until she rushed to him and held onto him.

He looked up at her with a weary smile before asking, "Did we win?"

She giggled a bit before replying, "Yeah, we did."

"Good," He replied before sticking his pinkie finger into his ear drum. "Cause for some reason I have an intense ringing in my ears."

With that said, U. Echo Echo then tapped the dial on her chest before shifting back to Echo Echo and then shifting back to Gwen 10 in a flash of green light. White Tiger and Power Man walked over to Iron Fist, who was still trapped in the bio mass attaching him to the wall. Both gave a mighty tug, freeing their teammate. However, it didn't go without a certain outcome.

While ripping off the bio mass, it caused Iron Fist's attire to be ripped off as well leaving him in his undergarment. The undergarment appeared to be a type of male briefs where the band was yellow and the rest was green. On the right side of it was a symbol of a black dragon. The sight caused both Gwen 10 and White Tiger to go wide eyed with a blush under their masks.

"What?" Iron Fist asked with a smile. "It's a monk thing."

Shuffling of feet was heard catching the group of hero's attention. They looked to the side to see both Harry and Mary Jane run up to the heroes.

"Have you seen my friend, Peter?" Harry asked.

"Shrimpy kid?" Power Man replied with a question.

"Spaghetti arms?" Nova added.

"Three dollar haircut?" Iron Fist also added.

"Only a 98 average?" White Tiger added causing the others to look at her with a raised brow. "That's not a jokey insult?"

Gwen 10 put a hand on her shoulder in comfort, "You'll get it eventually."

"Don't worry, he's fine." Spider-Man spoke up.

"Good," Harry said with a smile. "He's my best friend."

Suddenly, the door to the roof opened up, catching their attention. There they saw Norman Osborn, along with two police officers and Lieutenant Lee with him. He looked around seeing no sign of the Symbiote and turned his attention to the group of heroes.

"You destroyed it?" He spoke in a heated tone. He then noticed their raised brow expressions before correcting himself. "Thank goodness. Get the heroes some help." As the officers tended to them, Norman went up to Harry before pulling him into a hug and saying, "Harry, you could have been killed. You're lucky Spider-Man and Gwen 10 were around."

"Sure," Harry said in a mild sarcastic tone. "Hurray for Spider-Man and Gwen 10."

* * *

Back at the lab, Osborn just entered as both Octavius and Animo were waiting for him. They knew what was going to happen. They were going to be scolded for the incident. Better to get it over with now than later.

"Begin the tirade," Octavius said. "We're ready."

"On the contrary," Norman said. "You two of all people should know how genius can rise from disaster. The Symbiote was a success. I want an improved prototype, one that the spider, the shape shifter and their troublemakers can't stop."

This caused both Animo and Octavius smirk which the latter replied, "We'll make it our life's work, sir."

"They'll know our genius soon enough," Animo added with a grin.

* * *

Back at the Osborn penthouse, Peter, Mary Jane, Harry and Gwen at the moment were cleaning. Peter, Mary Jane and Gwen offered to help Harry clean up the mess from the party plus the Symbiote attack. Harry at the moment was having a hard time figuring out how to use the mop when Mary Jane points it out for him.

"The floppy end does the cleaning," She said.

Harry blinked a bit before replying, "Uh, I knew that." Gwen couldn't help but giggle at this while used the push broom.

 _ **(Some night, huh guys? With that Venom thing destroyed, we hopefully don't have to worry about it anytime soon. Though I can't help but be suspicious about Mr. Osborn. He seemed a bit angry that it was destroyed. I might need to keep an eye out just for both mine and Peter's sake.)**_

"Hey," Peter said catching Harry's attention.

"Hey," Harry replied.

Marry Jane saw this before smiling and said, "Double 'hey' means you two needs some guy-time." She then turned to Gwen before saying, "Shall we let them sort things out?"

Gwen nodded, "Sure thing."

With that, Mary Jane and Gwen walked away from the two boys. While a distant away, Gwen looked at Mary Jane. Maybe this a time she could fully ask.

"Hey MJ?" Gwen asked catching her attention.

"Yeah?" Mary Jane replied with a question.

"I need to ask you something," Gwen said. "Something personal."

"Let me guess," Mary Jane said. "You're going to ask if I have a crush on Peter, right?"

This caused Gwen to blink in shock before saying, "How did you—"

"It's pretty obvious," Mary Jane said. "I've seen the way you look at him. Plus Nancy told me you've had a crush on him since the beginning of high school."

 _ **(Sigh. Good 'ole Nancy. Remind me to berate her about spilling secrets like that.)**_

"You don't have to worry about me 'stealing him'," Mary Jane continued. "I love him more like a little brother than anything. In fact, I'd say all power to you to pursue him."

"Really?" Gwen asked with a hopeful and relieved tone.

"You two would make a wonderful couple," Mary Jane said with a smile. "I'd be happy if Peter found someone he can relate to that made him happy. And you, Gwen Stacy, fit that description in my book."

Gwen smiled before hugging the red-head and said, "Thank you, Mary Jane."

"No problem," Mary Jane replied with a smile. "How about next weekend you, Nancy, Ava and I have a sleepover? We can all discuss a way to sway Peter to you."

Gwen sheepishly laughed with a blush before replying, "It sounds wonderful but let's not go too far."

Both girls laughed together before continuing to help clean the penthouse. Unknown to Peter, Gwen and Mary Jane, behind Harry was a jar. Inside it, was what appeared to be a piece of the Symbiote. The piece wavered and moved its amorphous body before forming what appeared to be glaring eyes. A mouth then began to form a grin on its now apparent face. It will bide its time. Soon it will bring both its "mother" and "father" to their knees. It was a poison for both Gwen 10 and Spider-Man. It was Venom.

* * *

 **That's the end of that chapter! Hope you guys love that one. Keep an eye out for any grammatical errors and such. Also try to spot the references I added from a certain animated show :3 Until next time, true believers!**

 **Next Chapter: Flight of the Iron Spider**


	7. Flight of the Iron Spider

**Hey guys, Aaron2014 here! So sorry this one took so long. I've been doing a lot of stuff. Most of it was work, cleaning my house and also spending a week with my girlfriend she was visiting. Luckily I got it done fore you guys. So enjoy the long awaited chapter!**

 **(Song Starts)**

 **It started when an alien device did what it did**

 **And stuck itself upon her wrist with secrets that it hid**

 **Now she's got super powers, she's no ordinary kid**

 **She's Gwen 10. (Gwen 10)  
**

 **So if you see her you might be in for a big surprise,**

 **She'll turn into an alien before your very eyes**

 **She's slimy, creepy, fast and strong**

 **She's every shape and size**

 **She's Gwen 10 (Gwen 10)  
**

 **Armed with powers, she's on the case**

 **Fighting off evil from Earth or space**

 **She'll never stop till she makes them pay**

 **'Cause she's the brightest kid to ever save the day**

 **Gwen 10**

 **(Song Ends)**

* * *

 **Chapter 7: Flight of the Iron Spider**

 _ **(Ah New York the city that never sleeps, you can enjoy a night on the town in a place like this. However if you're me and my team, then you'll think again.)**_

The sound of laser fire was heard as Spider-Man and Spidermonkey were swinging away from incoming laser fire. More neon green lasers blasted at them but they dodged thanks to their natural spider-like agility. They then began sprinting across the screen of the Daily Bugle Communications billboard as laser fire struck behind them, causing damage to the screen. With that they both shot a strand of webbing before swinging away.

 _ **(My name is Gwen Stacy and I'm Gwen 10. That means me and my fellow team of super heroes-in-training end up getting chased around New York City by bad guys like this.)**_

The owner of the lasers was a man who glows the same color as the lasers. He had pointed ears like an elf and his hands were sporting claws. His costume had V-shaped marks on his eyebrows and a large V-shape on his chest. The man growled before firing more lasers at the two spider-themed heroes.

"You can't outrun pure light!" He shouted in a distorted voice as he tried to hit the two heroes.

Spidermonkey looks to Spider-Man as they both swung away before asking, "Doesn't he know we're web swinging and not running?"

Spider-Man shrugs before replying, "Maybe his natural lighting is affecting his eyesight."

More laser blasts bombarded them, causing them to maneuver out of the way while swinging. Spider-Man, unfortunately, was grazed by a few lasers passing him by causing a few tears in his suit. This caused Spidermonkey to gasp a bit as they continued to evade the laser-firing super villain.

"It's just a matter of time until you're both toasted!" The super villain said.

Spider-Man and Spidermonkey then swung up high before landing near the lit up sign of the bank. Spidermonkey then inspected Spider-Man and saw the tears. To a relief his injuries weren't too major but the tears on his suit, which was seen on his chest and his left shoulder and leg. Luckily thanks to the Hero Guise, his suit would be repaired in no time.

The super villain then jumped to a traffic light, before going inside it. This in terms caused the villain to travel from the traffic light up to the bank via the electrical wiring before bursting out the bank's logo light. He then proceeded to send an energy-enhanced punch upon the two spider-themed heroes. Seeing this, Spider-Man and Spidermonkey quickly made a jump for it, however it caused Spider-Man to forget to fire his webbing as he made his descent downward.

On the ground, a group of four was making their way to the fight. The four individuals were none other than Power Man, White Tiger, Iron Fist and Nova. They were part of Spider-Man's and Spidermonkey's team, and they were going to help.

"Here we go again guys," Power Man spoke up. "Our teammates are in trouble. I got Spidey!"

"And I got—"Nova said before Spidermonkey landed on him, causing him to plummet to the ground in a groan. "…her. Ow…"

Spidermonkey laughed sheepishly before saying, "My bad."

Power Man then caught Spider-Man before saying, "S'up? Need some help?"

"Maybe we can take this one down without tearing up the city?" White Tiger asked as she readied for the fight.

"Eh, maybe we can," Spider-Man replied in a sarcastic, snarky tone imitating her voice. He then turned to Power Man. "Put me down, Tiny!" He got his wish as Power Man let go, dropping him onto the asphalt of the street.

"That's Power Man to you, web head!" Power Man

Spider-Man then rose up and popped his neck and fingers a bit before replying, "Whatever."

"So anyone read the Wiki on Bad 80's Light Show Guy?" Nova asked.

"I have," Spidermonkey spoke up as she looked at her communicator which showed the info on the neon green energy villain. "According to the S.H.I.E.L.D. data files this guy is Arthur Parks, aka The Living Laser. Wow, another Iron Man villain! According to this he was a former Stark Industries employee to the Applied Sciences Division. When an experiment went awry his body became a physical form made entirely of active photons."

"Hold it," Nova spoke up interrupting her. "He's made of what?"

There before their eyes, they watched as Living Laser's size began to change. They watched as the super villain continued to grow before he was the size of a giant. The being constructed from active photons grinned down at the teenagers. His clawed hand began to glow with energy ready to incinerate them.

"Photons." Spider-Man replied answering Nova. "That means…"

"He can do that," Spidermonkey said finishing Spider-Man's sentence. "And since he's made of energy…" She then slammed the dial on her chest and in a flash of green light she transformed into…

" **Feedback!** " She shouted as her transformation was complete.

Suddenly, the luminescence from the Living Laser began to brighten. This caused Feedback and the others to shield their eyes from the light. Feedback and Spider-Man looked and saw Living Laser's hands enveloped in energy as he shined it upon the team with a dark grin.

"I'll fry you like bacon," The Living Laser said in a dark voice.

Feedback gritted her teeth as she glared at the energy-based villain before saying, "Try it and see what happens, light bulb!"

Suddenly, a blue beam of light struck the Living Laser. This caused the villain to scream and his body to distort before a bright light enveloped the area. The team shielded their eyes for a few moments before the light dissipated. The looked and saw a wave of green spread out across the city. The Living Laser seemed to have been abruptly stopped.

Spider-Man then jumped onto a street lamp as he watched the green wave spread out across the city. He was confused like the other and then said, "What just happened? I thought he was going to fry us like bacon. What is he, vegan?"

Suddenly a thundering sound in the sky was heard. This caught the team's attention. Not only that, Feedback could smell something. Gwen knew that whenever she was in this form she could "smell" various forms of energy. They range from electricity to radio signals.

"There's that sound again," White Tiger said as she and the team looked up at the sky.

"Something's coming," Feedback added as she and the team continued to look up at the sky.

Suddenly, a sonic boom was heard as they saw something descend from the sky above. It was a figure in what appeared to in an armor colored red and gold. The eyes of the helmet glowed blue as well as the circle on the armor's chest. From the boots of the armor were blasts of jet propulsion keeping the figure in the air. Feedback, Spider-Man and the others knew who this individual was. It was Tony Stark, aka the Invincible Iron Man.

 _ **(I knew when I took this super hero gig I'd meet some legends and here's one of them. Tony Stark, aka the Invincible Iron Man, is a world renowned inventor and one of the founders of the Avengers. His armors are awesome considering they have more weaponry than they appear to have. I had a feeling if the Living Laser is involved that Iron Man would be involved as well.)**_

Feedback then slammed the dial on her chest and reverted back to Gwen 10. After she did, she and the others looked towards Tony Stark, who was having a conversation with Nick Fury. She looked to Spider-Man, whose focus was on the armored Avenger.

"Look at him over there…" Spider-Man said in awe. "You know, he built that armor himself? Like, in a cave with a paperclip and some empty soda cans. Big time genius."

"Somebody's got a man-crush," Nova said in a playful tone. He was immediately silenced by an elbow to his side by Gwen.

"What do you think they're talking about?" Gwen asked White Tiger.

"Probably some international security issues," White Tiger replied.

With Tony Stark and Fury, they were discussing things but not what Fury wanted to hear.

"And so during the party," Tony said. "I get approached by a model from February's cover of Model Monthly. She tries to seduce me but then Pep comes up from behind her, taps her shoulder before giving her a nasty right hook. That night was fun, especially when Pep and I got home."

"Are you done bragging about your social life?" Fury said in a serious tone. "While it's assuring that Ms. Potts is keeping you in line but there's a serious issue right now. The Living Laser is one of your sparring partners, and if you'll notice, my team found him first."

"Sparring partner?" Tony asked with a raised brow. "Uh, bit of an exaggeration don't you think? Hell, Pep could even take the guy on in her Rescue armor. Speaking of which, I've got a date with a certain beautiful redhead so uh, can we…"

"I bet you do, Mr. Celebrity Superhero." Fury said with a stern glare. "What about the Living Laser?"

"What about him?" Tony asked. "He saw me and he ran. He'll be back. And when he shows his shiny face again, I'll have developed something that'll find and contain his—"

"You can trace the photon pattern," A voice spoke up catching the inventor's attention. He turned and saw Spider-Man, along with Gwen 10, next to him. "It's gotta be specific to him, unique in the spectrum."

"Smart kid," Tony said in a compliment. "Bad fashion sense." That last part made Spider-Man frown a bit and caused Gwen 10 to giggle a little. "Maybe with a little guidance…"

"Never mind him, Stark." Fury spoke up. "I don't need you and your cowboy complex infecting him with delusions of—"

"Infecting him?" Tony said with a raised brow. "Look at him. Clearly he needs it."

"A little guidance," Spider-Man muttered as he began to have fantasies of him being the apprentice of Tony Stark. Gwen waved a hand in front of his face to see if he was still with her, sadly he was fantasizing in his dream world.

 _ **(Nova was right… he does have a man-crush on Iron Man.)**_

"By the way," Tony said catching Gwen's attention. "You're that new shape shifting hero from the news, right? Gwen 10?"

"Um, yes sir," Gwen 10 said in a bit of a nervousness in her voice.

"No sir, please," He asked with his hand held up. "It makes me feel old. Call me Tony."

"Alright, Tony," Gwen replied.

"I studied the footage of you," Tony said. "You've got skill, kid. Though I'm curious about your powers and exactly where you got them."

"Let's just say you're not the only one to utilize technology," Gwen 10 answered as she showed Tony the Omnitrix, which peaked his interest.

"Hmm, interesting," Tony muttered as he continued to look at the watch.

"What is your deal?" White Tiger's voice spoke up breaking Spider-Man from his fantasy.

He looked and saw the four other heroes look him with serious expressions. He shook his head before answering, "Huh? Nothing."

"Okay, guys, I'm out of here." Tony said catching their attention. He then looked at Spider-Man. "Hey, kid. I like your style. Wardrobe notwithstanding. How about you visit the plant on Saturday? Maybe I can help you out. You can also bring your girlfriend with you. I'm quite curious about her watch."

This made both Spider-Man and Gwen 10 do a double take to what he said before both shouted, "Girlfriend!? We are not dating!" This caused both of them to look at each other in shock of their synchronized speaking.

Tony had an unconvinced look on his face before saying, "Riiiight."

With that said he turned around as the faceplate of his helmet slid down before he took to the air. The jet propulsion in his palms and boots pushed up high and fast before they increased in intensity. This in terms caused the iron-clad hero to exit in a sonic boom. This left the group of heroes in awe as he left.

"Okay, I'll admit," Power Man spoke up. "That is cool."

"I second that notion," Gwen 10 added.

Fury then gave the team a stern look before saying, "Just get your sorry asses back to the Helicarrier." He then looked at Spider-Man, who was still looking where Iron Man left. "And you, stay away from him." He then looked at Gwen 10. "And you make sure he doesn't do anything idiotic." With that Fury left the two alone on the street.

Gwen 10 looked at the spider-themed hero a bit before saying, "You're going to go no matter how much I try to convince you, am I right?"

"Oh yeah," He answered before looking at her. "Want to come with?"

Gwen 10 hummed a bit in thought. "Go to a scientific facility filled with the latest tech which is owned by one of the planet's most renowned inventors?" She smiled. "How could I say no to that?"

* * *

Time flew by as Saturday came at last. Spider-Man and Gwen 10 had just arrived at Stark Industries, major workplace of Tony Stark. Walking through the screen doors they looked on with wonder and awe. They saw people of various preferences ranging from office workers to minor inventors rush to their duties. All in all they were impressed with the sight.

 _ **(Stark Industries, the work place of Tony Stark and a place which science makes it reality. This is so cool!)**_

"Spider-Man and Gwen 10?" A female voice called out catching their attention.

They turned and saw a woman carrying a tablet before them. She had long red hair tied into a low ponytail and green eyes. She wore a light brown blazer with a black t-shirt, a brown skirt and black high heel shoes. On each of her cheeks were three freckles in the formation of a downward triangle.

"I'm Virginia Potts but you can call me Pepper," The woman known as Pepper introduced. "I was sent by Mr. Stark to retrieve you. Follow me, if you please."

Without wasting another second they followed Pepper through the facility. Their surrounding changed greatly as they reached what appeared to be the more science concentrated area of the company. Gwen and Spider-Man looked around at the gadgets being built, causing both teens to inwardly drool at the sight of the technology.

After a few minutes they arrived to part of the factory where more experiments were going on. Gwen and Spider-Man then saw the man that called them here in the first place. Tony Stark was talking to an employee of his at the moment. He wore a black business suit, pants, shoes and a purple tie. He then noticed the group coming towards him, ending his conversation before walking over to them.

"Glad you two came," Tony said with a smile. "I'm sure Pep here gave a wonderful tour?"

"She did," Gwen said. "I'm still in awe that we're here in your own factory."

"It is awe-inspiring, isn't it?" Tony replied before turning to Pepper. "Thanks for guiding them, Pep."

"No problem, Mr. Stark." She replied. "Just a reminder, you have an appointed dinner later today with an important individual."

Tony smirked before saying, "I'll be sure to pick you up around seven thirty."

"Make it seven, Mr. Stark," She replied with her own smirk. "And I won't have to get my armor." This caused both Gwen 10 and Spider-Man to look at another in confusion.

"I didn't know it'd be that kind of dinner date," Tony joked causing Pepper to roll her eyes playfully before walking away to do her job. Tony then chuckled a bit. "What a woman."

"Wait," Spider-Man spoke up before pointing towards Tony and the direction Pepper walked in. "You and her?"

"Yep," Tony replied. "What? Did you two think I was still a big time playboy or something?" This made the two heroes-in-training to sheepishly laugh while fidgeting a bit. "Anyways shall we get on with the tour?"

"Yes please!" Both Spider-Man and Gwen 10 said at the same time.

Tony led the two teen heroes to a doorway which opened up to a special part of the factory. There they saw multiple scientists and inventors working on their projects. This caused both Spider-Man and Gwen 10 to gape in awe, which caused Tony to inwardly smile with pride.

"This is the most experimental, highly classified section of the factory." Tony said leading them through. "This is where dreams become a reality."

"Cool! I have a place like this." Spider-Man said before noticing both Gwen 10 and Tony's raised browed expressions. "Okay, nothing like this."

As they walked through they noticed a large droid on their left. It had an oval shaped body attached to metal legs similar to a bird. It had what appeared to be a large camera lens acting as the droid's eyes. Its direction of vision followed the two heroes where they went.

Spider-Man then jumped in front of it raising a leg up, which it copied. Gwen 10 watched in amusement as Spider-Man began a simple dance which the droid copied. She couldn't help but giggle the sight.

"You like to dance, huh?" Spider-Man asked the droid before beginning another dance but more complicated. "Rock a little cabbage patch with Spidey, come on!"

Gwen 10 laughed a bit, grabbing his arm and dragged him away before saying, "Okay, dance master, let's leave the inventor to his large robot."

"Okay," He replied before turning to the robot and its inventor. "Check that left servo! Needs a little more funk."

This caused the inventor to face palm while the droid itself looked at the scientist in question.

The next few things on the tour baffled the two heroes. The first thing was a scientist working with what appeared to be the world's largest pill, causing the one working on it to laugh humorously about that. The others, which made the two heroes geek out, were either robots or awesome weaponry.

"Hey, kids." Tony called out as a holographic screen popped up behind him, showing blueprints of a sort. "This signal ratio accelerator is going to revolutionize telecommunications as we know it."

"Does that mean better coverage on my phone? Right on." Spider-Man commented.

"If so then it's going to be a popular product." Gwen 10 added.

"My thoughts exactly," Tony said. "Never was a fan of the 4G network."

They continued on as both Spider-Man and Gwen 10 turned to their right to see another invention in the works. An inventor was working on what appeared to be a metal glove before pressing a red button on its cuff. In an instant, a hologram of a disembodied hand was seen floating in front of the scientist. The scientist then turned to a block of stone before sending a punch at it. The hologram copied the attack which surprisingly smashed the block to pieces. This caused Spider-Man and Gwen 10 to both gape in awe.

"No way," Gwen said. "Is that a hard light projection glove?"

"Iron Fist would be so jealous." Spider-Man added before both teens continued on.

Gwen 10 and Spider-Man followed after Tony to another part of the factory. In this room it had a large metallic chamber what was roughly the size of several large RVs. At the entrance of the chamber there was an arc of the hazard warning painted on it. Seeing this made both teen's eyes sparkle.

"Check it out, a molecular disruption chamber." Tony told them. "Don't go in there when it's hot."

"Oh yeah?" Spider-Man said with a raised brow. "What happens?"

"Unless you fine-tune the frequency, it'll scatter you into multiple, parallel dimensions." Tony answered the spider-themed teen.

"I get it," Gwen 10 spoke up. "It's like a multiversal fax machine. It makes copies of you and sends those copies to said dimensions."

"In simpler terms, yes." Tony replied. "That's the basic gist of it."

"Uh, yikes." Spider-Man said with a shiver.

"Listen," Tony spoke up catching their attention. "I know Fury is training you two, trying to bring you both up to his level. Personally, I think you should aim higher."

"How did you know about that?" Spider-Man asked.

"Come on, my company built the Helicarrier." Tony answered.

"Huh. The way you and Fury were sniping at each other, we never pegged you two working together." Gwen 10 said.

"Do you two get along with the people you work with?" Tony asked. This caused both Spider-Man and Gwen 10 to look at one another.

"Well besides Gwen…" Spider-Man replied.

"They have their ups and downs." Gwen 10 added.

"Anyways, Spider-Man," Tony said. "If you really want to kick up your game, I had an hour to kill so I came up with this."

Gwen 10 and Spider-Man looked to see what appeared to be a small vault opening up. As the vault door open a light shone within revealing something mind blowing to Spider-Man and shocking to Gwen 10. It was a suit of armor but just not any armor. The armor was a mixture of the Iron Man suit and the Spider-Man costume. The color of the armor was similar to the current Iron Man and has a larger spider silhouette clad in golden color. The golden parts were on its back, arms, wrists, ankles and its polaroids.

"Whoa," Spider-Man said in awe as his mind was blown.

"You want to take it out for a spin?" Tony asked with a smile.

"Yes." Spider-Man replied with enthusiasm before running up to the armor.

Gwen turned to Tony before asking, "Are you sure giving him that is a good idea?"

"Positive," Tony replied. "If he wants to have the advantage on other villains he needs something to surprise them. But enough about that, let's leave him to the armor and scan that little watch of yours."

Gwen then held onto the Omnitrix cautiously before saying, "You're not going to mass produce it are you?"

"Never crossed my mind," Tony replied. "That watch you have is an impressive piece of tech. Any villain on the planet would want their slimy claws on a weapon like that. This is why for the scanner, I want to see how it ticks and make some countermeasures in case a villain does nab it."

"Well that makes sense but I have to let you know something, Tony." Gwen 10 said.

"And that is?" Tony raised a brow.

"The Omnitrix isn't a weapon," She replied. "It was developed by the smartest being in five galaxies to be a tool for peace. It basically allows one to walk in another species shoes to allow them to understand each other better. He believed that and so do I because I live that every day when I go hero."

Tony smirked before saying, "Admirable, I like that. Though once I scan it that creator's title might have less meaning."

Suddenly a large claw descended downward towards Gwen 10, who looked at it as it came down. A bright blue, thin light of the scanner enveloped over the Omnitrix. A holo screen appeared in front of Tony as the scanner did its job. However he was only getting the outer image of the device and not its inner workings.

"Curious," He said rubbing his chin. "JARVIS are you seeing this?"

" _Indeed, sir._ " A noble British male voice spoke up catching Gwen off guard. " _According to the scans, it seems that the device has several security protocols installed blocking any scans of the inner workings._ "

"Can you bypass it?" He asked.

" _Negative, sir,_ " JARVIS replied. " _This technology is years beyond what my current programming can understand. Whoever built this was a true genius, even a greater genius than Reed Richards._ "

"Well it was built by the leader of the Galvan so—"Gwen spoke up before being interrupted.

"The Galvan!?" Tony exclaimed before sighing. "Why am I not surprised."

"Um… is he okay?" Gwen 10 asked, clearly talking to JARVIS.

" _Mr. Stark has a history with the Galvan when he and the Avengers encountered a few on a minor space mission._ " The AI replied. " _The encounter was not satisfactory for Mr. Stark._ "

"More like insulting," Tony spoke up. "They said my suit was 'impressive but not amazing considering it was from a Level 2 world'. At least the two Galvans working for Fury are tolerable."

 _ **(I think tolerable is a strong word for them but he wouldn't be wrong about that.)**_

"So how do I look?" Spider-Man's voice spoke up catching Gwen's attention. She looked and saw him doing a mighty, but funny, pose while in the Iron Spider armor. "Do I look rocked out in this armor or what?"

"Well…" Gwen said. "It does look good on you. But are you sure you can control that suit?"

"No sweat!" Spider-Man replied. "I'm quite a tech wiz myself, so when it comes to tech—"He was abruptly interrupted as one of the jets his boots went off sending him flying and screaming. Both Gwen 10 and Tony cringed as the web-themed hero crashed into the opposite wall, causing him to groan in pain.

Gwen sighed before muttering, "I've got a bad feeling about this."

* * *

"We waiting?" Power Man spoke as a light from above shined on him.

"For Bug Boy and Miss Shifter? Why?" Nova added as a light shined on him.

"Patience is a virtue." Iron Fist also added with a light shining on him.

"So is punctuality." White Tiger spoke as a finally shined on her. "Spider-Man and Gwen 10 are late so we train without them. C.O.U.R.T. is now in session."

With that being said, a volley of S.H.I.E.L.D. battle drones rushed towards the group of heroes. Power Man at the moment was dealing with a group of six drones. The first one rushed at the teen powerhouse before its face was smashed by Power Man's fist. It deactivated as the teen turned to the last five drones surrounding him.

"They'll show." Power Man said to his team. "They always do."

Power Man then gestured to the bots asking them to bring it. One of them rushes at him sending an arm out at the teen. Power Man grabbed the incoming clawed arm easily before ripping it off from the robot. He then used said arm as a weighed whip before smacking the bots away that surrounded him.

"I think you're confusing showing up with showing off." White Tiger said as she dodged blasts from a single drone. She then sliced it in two with her claws. "While Gwen doesn't show off, it's Spider-Man that always does. Guess in this case there's obviously no Spider-Man in team."

"Back to why I should be leader." Nova spoke up. At the moment the energy shrouded teen was flying to avoid eyeball-shaped drones.

"A man cannot lead before he's found himself." Iron Fist spoke in proverb as his fist was enveloped in chi energy before smashing the group of robots surrounding him.

"Well, I'm right here wrecking major havoc all over the place." Nova said as he blasted the eye drones with his energy while giving a grin.

"It's wreaking havoc… Never mind." White Tiger said trying to correct Nova but dismissed it.

"So let's put it to a vote." Nova said before raising his hand. "All in favor of changing our name to Team Nova, raise your hands."

Before the others could respond, the ceiling above suddenly came crashing down. This caused the teenage heroes to scatter as debris fell to the ground and dust covered the area. They turned as the dust cloud settled to see a shocking sight. There before them, they saw Spider-Man in what appeared to be in an Iron Man-styled spider armor. The teen hovered before them, though somewhat poorly, as the others looked in shock.

"Yes, you can believe your eyes people," Spider-Man said. "Science has made what was perfect even better."

"If it was perfect before then how is it better?" A voice spoke up catching their attention. They looked as Big Chill flew in from the hole Spider-Man made. "Also I think you need to _chill_ from the suit a bit. You look like you can't balance yourself in flight."

"Don't worry, everything's cool." Spider-Man assured her before turning to the others. "As you can see, I'm operating on a new level you don't quote comprehend and—"

Unfortunately, Spider-Man lifted one of his hands up causing him to lose balance. This caused the iron-clad spider hero to fly around the training room out of control. The teen hero smashed into walls and pillars, causing Big Chill to cringe a bit each time. Spider-Man then ended up careening towards the S.H.I.E.L.D. drones, smashing through two of them and melting one with the propulsion engines in his boots. The teen screamed as he made his way to a fourth one when suddenly three golden spider legs sprouted from his back before attaching the drone to his back. The drone began to open fire on the other teens, who dodged out of the way of the blasts, while Spider-Man flew out of control. Not only that but the laser fire also blasted around the training room as well before the web-themed hero finally crashed on the floor and let go of the drone.

The teens gathered as Spider-Man picked himself up off the ground. The spider arms retracted back into the suit as the faceplate opened up sideways, revealing Peter's face. He and the others looked around the training room. There were dents everywhere, pieces of robots scattered about and one of the pillars were leaning to the side. It was a complete mess.

"How do you like me now?" Peter asked with a confident smile before the faceplate closed again.

This caused the others to look at one another with a look of concern. Big Chill only just shook her head at his.

 _ **(I hate it when the feelings I get turn out to be true.)**_

* * *

A few days had passed since Spider-Man gotten the armor from Tony Stark. Right now, he and the others were in the meeting room, all unmasked. The last few days had been a bit hectic to say the least. Considering it was Spider-Man that was the center of it all.

"Why are you guys upset?" Peter said. "This Spider Armor rocked it. Remember Wednesday?"

"You mean when Blizzard attacked and we had to get out of the way of your weapon's fire?" Nova retorted with a raised brow.

"Don't be negative about it, Sam." Peter replied. "Don't think of it as the answer to all my problems. It's the answer to all our problems! Remember Thursday?"

"You mean when you used your own armor to block that fire attack from that fire-powered super villain?" Ava replied with a raised brow and a frown. "What you did caused a real fire hazard."

"Don't be dramatic," Peter said. "I mean, come on! I've got my own repulsor blasts! Remember yesterday?"

"Oh we remember," Luke said with a groan.

"You did stop the villain," Danny added. "But you also crashed into a bus, causing several other cars to crash into it as well."

"Peter," Gwen spoke up. "What they're trying to say is maybe you should take a break from the armor. It is impressive but you haven't got the hang of it yet."

"Hey no worries," Peter said as the face plate closed. "I'll just head to the training room and get some practice in. Catch you all later!"

With that the iron-clad spider hero left the briefing room. This caused the others to groan a bit. Their leader was becoming quite troublesome the longer he wore that armor. It's like he wasn't himself anymore.

"This is getting out of hand," Ava spoke up. "He's a total train wreck in that armor."

"Not only that he's throwing our rhythm off," Luke added. "How are we supposed to nab villains if we're scared our leader's going to blast us?"

"I say we vote for me to be team leader," Sam spoke. "All in favor?"

"Unfortunately it's not your call," Danny said. "I think we should leave the decision to our second-in-command."

Gwen sighed a bit before saying, "All we can do is talk to Fury about it. He's the one who can make the call."

In the bridge, the team (except Spider-Man) had met up with Fury. The director of S.H.I.E.L.D. knew of the situation and he didn't like it one bit. It was bad enough with Tony Stark as Iron Man but now the very man was trying to mold one of his trainees into his image. This very action would be a detriment to the team.

"It ain't working out, boss." Luke said. "That suit…"

"He's totally throwing off our rhythm in the field!" Ava added.

"He's not listening to what we say about it." Gwen also added. "And he mostly listens to me!"

Before Fury could reply, alarms in the bridge were going off. The computer systems apparently have located the Living Laser, who had reappeared. The minor matter had to wait until Living Laser was apprehended.

"Guess who's back?" Fury asked rhetorically. "Alright, you guys are going in."

"What about Spider-Man?" Gwen 10 asked.

"I'm only sending you," Fury replied before turning to the group. "Which means for this mission Gwen 10 is in charge, understood?" The group nodded in confirmation. "Good. Now go bag that light show."

* * *

In the city, Gwen 10 and the others had found Living Laser. They were able to corner him in an alleyway and were ready to fight. At the moment Gwen 10 was Feedback, knowing full well she'd need her go-to energy absorber/redirector to against the being made of living photons. She and the others got ready to fight the villain.

"We're going to make it easier for you, laser brain." Nova spoke up. "Give it up before we short circuit you."

"I'd like to see you try, children." Living Laser gave a snide reply.

Before they could fight, the group and Living Laser heard something. It sounded like propulsion engines as they looked up to see Spider-Man land in between them and the Living Laser. Feedback and the others couldn't help but inwardly groan.

"What is he doing here?!" White Tiger spoke up.

The Living Laser had an unimpressed look on his face before saying, "And what are you supposed to be?"

"Are you serious?" Spider-Man said with a confident smirk. "I'm your friendly neighborhood, Iron Spider!"

"Didn't you learn anything from last time?" Living Laser replied with a confident smirk. "You can't stop me."

"Maybe they can't." Iron Spider said. "But I got Stark Tech in this armor that told me exactly where you're going to be. That's how good I am." He then pressed a button on his wrist which caused the three golden spider legs to pop out of the armor's backside. One of was near Power Man's face, who casually pushed it away with one finger.

"Hey," Power Man said. "Maybe you should hang back until you've gotten your learner's permit on that thing."

Iron Spider was able to retract the golden spider arms back into his suit before saying, "Jealous much?"

"Afraid for my life, is more like it." Power Man replied.

While they were distracted, Living Laser took this opportunity to strike. Holding out his hand, he fired a beam of energy at Iron Spider. The beam hit the hero head on, causing him to shoot out of the alleyway. The teen hero then ended up crashing into a newsstand, causing nearby civilians to run away in fear. As Iron Spider lifted himself out of the destroyed newsstand, Living Laser landed on a car in front of the teen hero with a smirk on his face.

"You're clearly a Stark sycophant!" Living Laser said. "You reek of his arrogance."

"Oh yeah? Watch this." Iron Spider said as he fired up his jets and flew towards Living Laser. Unfortunately he couldn't control his trajectory, causing him to fly away from the villain uncontrollably. "No! No, no, no! Come on! The light bulb's that way!"

Feedback and the others watched as Iron Spider was making his way towards an advertisement billboard. He crashed through it leaving a person-shaped hole in it. He got out of the hole before trying to place the broken piece back in place. Unfortunately it didn't stay and the billboard itself collapsed to the street below, taking Iron Spider with him. Feedback face palmed before she and the others rushed towards him.

"The road to enlightenment can be a painful one." Iron Fist said in proverb.

"I'm fine!" Iron Spider said. "I can handle this! I'm the man!"

"Nope." Nova spoke. "You had your shot. Now, it's my turn."

Covering himself in energy, Nova then flew towards Living Laser. The space-themed hero was about to attack until Living Laser raised a hand up. His palm filled with energy until he blasted Nova away, who landed next to Iron Spider. This caused Feedback to face palm.

"Nicely handled, Bucket Head," Iron Spider retorted.

"What?" Nova replied before gathering Nova Force energy in his hands. "I'm just getting started."

"Nova, wait!" Feedback practically shouted.

She was ignored as Nova fired at Living Laser. The beam of space energy hit the villain head on, unfortunately it appeared to have no effect. It appeared to only make him smirk.

"Ooh. Kinda tickles," Living Laser taunted. "You've got a lot to learn about how energy works."

The villain's body began to glow before a brief flash happened, then he was gone. Green electricity spread out across the area surrounding the heroes, before going through the buildings. The Living Laser had escaped them. This made Feedback to sigh irritably before slamming the dial, causing a flash of green light and transforming back to Gwen 10.

"That went well," Iron Spider said with a snide remark.

"Face it, Junior Stark," Nova said. "In that suit, you stink!" With that said, Nova began to walk off.

"You can't control it." White Tiger added. "Clearly it's sustained some damage."

"Are you kidding?" Iron Spider said. "He never laid a glove on me."

"He didn't have to," White Tiger replied. "You're your own worst enemy in that thing."

"You guys just don't get it, do you?" Iron Spider said. "Tony Stark built this for me."

"Yeah?" Nova spoke up. "Well, you sure picked him over us in a hurry, didn't you? Why not be his sidekick from now on and quit messing with our gig." He and White Tiger began walking off. "We don't need you."

"You're serious?" Iron Spider asked in bit of a shocked voice.

"Seems that way," Power Man said before following after Nova and White Tiger.

"You know," Iron Fist spoke up. "Stark is who he is because he followed his own path. Are you certain you're following yours?"

"Where'd you come up with that, a fortune cookie?" Iron Spider rhetorically asked.

With that all but Iron Spider and Gwen 10 were left. Gwen at the moment was conflicted about what to do. She should be mad at Iron Spider for his stubborn behavior but also concerned considering the others gave up hope for him at the moment. She couldn't help but sigh in frustration.

 _ **(Yeah, I know guys. The guy, who I like and who's the leader of the team, is being a bit stubborn and jerky. Though, I can't blame him for trying something new. Danny is right however, if he doesn't want to mess up he needs to stick to what made him good in the first place. Hopefully I can talk some sense into him.)**_

"Are you going to scold me as well?" Iron Spider asked with a raised brow.

Gwen sighed before replying, "No but what I want to do is just talk."

"Then say what you have to say," Iron Spider shot back.

"I still think you should have practiced with that armor more than instantly use it in the field," She replied. "It just proves everyone else's point that you don't have the practice yet to control it."

"So what you're saying is I shouldn't use it anymore?" Iron Spider asked.

"I'm not," Gwen 10 shot back a reply. "What I am saying is just be yourself on the field than someone else. That suit is a useful tool but until you can control it you won't be able to bring out its full potential."

Iron Spider sighed a bit before looking to the sky and said, "You know out of everyone on the team I always found you the most reasonable."

Gwen 10 smiled before saying, "It's just one of my perks."

"So what do I do then?" Iron Spider asked.

"You be you, Spidey." Gwen 10 replied. "During regular missions just be Spider-Man, but when you want you can put on the armor on an off day and practice with it. Once you get the feeling of it you can use it when the situation calls for it. That's what you can do."

"Seriously, out of everyone you're the most reasonable," Iron Spider repeated his last comment.

Gwen 10 shrugs before saying, "I do my best. So since Living Laser got away how about a practice flight, to help with your balance and such? Don't worry I'll be there to catch you."

"Ha, ha very funny," Iron Spider said as pressed the button on his gauntlet.

Just as he did that, his suit began to be covered in green sparks, to both Iron Spider and Gwen 10's shock. This caused the thrusters in the boots to ignite which surprising were colored green as well. Suddenly the electronics of the suit began to glow the same color as sparks zipped along the suit. Gwen had a bad feeling about this.

"What's going on?!" Gwen 10 asked in shock.

"I don't know!" Iron Spider replied. "Diagnostics che—WHOA!"

Suddenly the thrusters came alive again, sending the Iron Spider backwards. He instantly grabbed onto a streetlight pole holding on to dear life. Inside of his helmet, Peter was wondering what the problem was. The now green screen then formed a neon green face in front of him, which gave out a familiar evil laugh. It was the Living Laser.

"Say hello to your new roommate." Living Laser said.

"What? Wait! You can't—how are you controlling my suit?" Peter asked in panic.

"I'm living energy," Living Laser replied. "Your suit runs on energy. Do the math."

"Spidey, what's wrong?" Gwen 10 asked in concern.

"It's Living Laser," Peter replied. "He's inside my suit!"

"That's not all," Living Laser said with a grin. "Let's go for a ride."

Suddenly the thrusters increased in power causing the iron-clad spider hero to fly into the sky screaming. Gwen 10 looked up in horror as she watched her friend flown off, abducted by the Living Laser in his own suit. She needed to act fast.

"I'm coming, Spidey!" Gwen 10 shouted before activating her Omnitrix. "Omnitrix I need something to fly and quick!"

She decided to go random and hopes she gets either XLR8 or Big Chill. Slamming down on the core she becomes enveloped in a flash of green light. Gwen could feel her body change at an alarming rate. A powerful surge of energy filled her nervous system as she closed her eyes. Her body took the shape of a red humanoid, manta ray-looking creature with two black lightning bolt-like stripes coming down from her shoulders to the green Omnitrix dial on her chest. Her height stayed the same when she was human. Two yellow horns started extending from her mouth and what looked like gills underneath her arms and yellow wings. A long whip-like tail grew down from her spine as well. The clothing she wore was a black sports tank top outlined with green as well as a black waist leotard which is wrapped by a green belt with white stripes in the middle.

Gwen looked at down at herself in awe before saying aloud, "This one is new. Hopefully it can help me catch up with Spidey."

Without a second thought, she raised her manta ray-like wings before jumping into the air and taking flight. She smiled at the result as she took to the sky like a jet. She could probably fly as fast as Iron Man could at max speed and more. Without saying a word she shot forward following after her teammate in hopes to save him.

* * *

Flying high above the city of New York, Iron Man was on the move. He gotten an alert from the tracking device he designed to find Living Laser. According to it, it said he was somewhere in the city. He hopefully would be able to stop the energy-based villain before his date with Pepper.

"Irresponsible, undermining my authority, boneheaded move," Nick Fury's voice spoke heatedly through the communicator of Iron Man's helmet.

The iron-clad Avenger couldn't help but roll his eyes before saying, "Try not to be so possessive, Fury. Parks has popped out of his gopher hole again and I'm on my way to deal with him once and for all. As far as the Iron Spider's concerned, you've seen him in action, he's doing fine."

"Fine as you mean being a hazard on the team?" Nick Fury retorted.

"So he's starting out in it rough, give him time." Tony replied. "Now if you'll excuse me, I need to catch a super villain before my date."

Just as he closed communications with the director of S.H.I.E.L.D, something smashed through a window to his left charging at him. He looks to see, in shock, that it was the Iron Spider. The spider-themed iron hero tackles the original causing the said hero to tumble a bit below. Iron Man catches himself before flying up and hovering next to his "attacker".

"What are you doing?" Iron Man asked with a confused tone.

"He's taken over the armor!" Iron Spider replied as he was now forced fly away by his captor.

Iron Man gave chase before saying, "Living Laser, you don't have the IQ points to breach that armor's security."

"Says what you know," Living Laser replied before forcing Iron Spider to face Iron Man. "Ready for another round?"

Without another word, both iron-clad individuals charged at one another. Living Laser fired the Iron Spider's repulsor blasts while Iron Man fired his. The two beams of energy clashed with one another as the result gave out a large shockwave. This caused Living Laser to lose his balance a bit when Iron Man appeared above him, forcing the captor towards the ground below. As they made their trip downward, Iron Man was constantly punching at the Iron Spider.

"This isn't really how I pictured our first team up." Iron Spider said before both he and Iron Man crashed into the roof a building.

"I'm trying to run down his power," Iron Man helped explain to the spider-themed hero. "Trust me, kid, this hurts you much more than it hurts me."

"Literally," Iron Spider groaned.

"Here's the deal." Living Laser spoke up catching their attention. "You shut down your armor's high level security functions or I heat up this armor from the inside and cook this kid alive."

"Don't listen to him!" Iron Spider argued. "Just do whatever you gotta do to stop him."

Tony angrily sighed before rising up and said, "Accessing Iron Man security systems. Voice command: section eight. Firewalls are down." The faceplate to his helmet lifted up showed his glaring face. "Do your worst, Arthur."

 **WHAM!**

Tony tumbled as Living Laser had sucker punched the iron Avenger. Iron Spider's eyes widened at the sight of his fellow hero lying in a heap before him. This made him angry at the energy-based villain.

"Hey! That's dirty fighting!" Iron Spider spoke. The teen then noticed he had control over his armor again.

"Don't worry, kid." Living Laser spoke up. "He's just taking a little nap. Exactly the opening I need."

Iron Spider then looked around trying to find the Living Laser. Unnoticed by him, the armor began to spark with green electricity. The eyes and arc reactor of the armor changed color to green like the sparks. The Iron Man armor was now controlled by the Living Laser.

"Where did you go?" Iron Spider asked aloud.

"I moved to a better neighborhood." Living Laser said catching the iron clad spider hero's attention.

Iron Spider looked and saw, in shock, Iron Man rise up. Unfortunately, it wasn't Tony who was in control of the suit. He saw the color of the green energy shining in the suits eyes and arc reactor. It wasn't before long that Living Laser then took off into the sky disappearing from Iron Spider's view with a sonic boom.

"No!" Iron Spider cried out as he watched Living Laser fly away.

"Spidey!" a voice called out catching his attention.

He looked and he saw what appeared to be a flying humanoid manta ray land in front of him. He was about to go on the defensive until he saw the dial of the Omnitrix on the creatures chest, revealing it to be Gwen 10 in alien form.

"Gwen?" Iron Spider asked in shock.

"It's me," Gwen replied. "The Omnitrix gave me a new alien. You would not believe how fast this one can fly."

"A manta ray that can fly?" Iron Spider questioned. "Now I've seen everything."

"Not a manta ray," Gwen said before taking to the air a bit hovering. "More like a **Jetray!** " She pauses a bit look around. "Where's Living Laser?"

Iron Spider got a down-casted look before answering, "He's gotten control of Iron Man's suit. He knocked him out after Iron Man saved me before flying off."

Jetray placed her hand on his shoulder, "We'll save him, Spidey. First we need to head back to the Helicarrier. You think you can fly?"

Iron Spider nodded before answering, "I think I can."

Without a single word, the two heroes took flight back to the Helicarrier. Hopefully they could think up a plan to save Iron Man.

* * *

Back on the Helicarrier, Peter was at work fixing up his armor as well as modifying it. The armor made it to where his abilities were closer to Iron Man's than his own. So he decided to fix it to where it would benefit his abilities more. Hopefully it'll be enough to stop an armor suited Living Laser.

"What are you doing?" The sound of Ava's voice spoke up, catching his attention.

He turned and saw Gwen and the others looking at him before he answered, "Repairing. Modifying. Improving."

"We heard from Gwen about what happened to Iron Man," Luke then spoke.

"Yeah, well trying to make up for it now," Peter replied. "Someone's got to save him. I hacked into Stark's factory security systems. The Living Laser is in his armor and he's taken over the place."

"Did you tell Fury?" Ava asked.

Peter shook his head before answering, "Not yet. I thought I could just… Look, I know I let you guys down. I don't blame you one bit for wanting to cut me loose. I got no problem doing this alone."

"You did blow it, big time." Sam said in a joking tone.

"Hey, man, we're in this together." Luke said. "We always were."

"Even when you're a major screw-up, which is often, we'd never let you fly solo on this." Ava added.

"And we should move now," Luke said. "Get in there before Fury has a chance to send in the cavalry."

"You guys would do that?" Peter asked. "Isn't that disobeying some kind of order?"

"You can't disobey an order that was never given," Gwen added as she and the others put their masks on.

"Just do us a favor, forget the armor, okay?" Ava added. "You work better without it."

"Hold on," Danny spoke up. "Let's all dig deep and find a little optimism here. It's not going to be like before, is it?"

Peter smirks before placing the Iron Spider helmet on and said, "Oh, don't worry. It's not going to be anything like before. I'm on my path now."

Gwen gave a smile to the team leader before saying, "That's all we wanted to hear."

* * *

At Stark Industries, the Living Laser was trying to use the suit to access the design files of various inventions Tony invented. Unfortunately that was going to be troublesome because of the AI looking after the system. It was too stubborn to give him the files he needed and it was irritating the villain. He was going to keep pushing until he got what he wanted.

" _This is an egregious security breach._ " JARVIS said. " _These designs are classified._ "

"I'm in charge now and I'm going to make a fortune selling Stark's technology." Living Laser retorted greedily.

Suddenly the vault door was blown apart. Living Laser tensed as the dust began to settle to reveal a shocking sight. There before him was Iron Fist, White Tiger, Power Man and Nova battle ready to fight the villain.

"Knock, knock." Iron Fist said.

"Nice one, but check this out." Nova added.

"Think you've got what it takes to defeat Iron Man?" Living Laser asked in a confident tone. "Would you kill Stark to do it?"

Suddenly his sensors went off as he looked up at the ceiling. Part of the ceiling caved in as two figures fell through it. The first figure was Iron Spider, who landed in a classic Iron Man fashion with a bit of Spidey pizazz. The other figure was Gwen 10, who was transformed into Jetray at the moment. She flew around Iron Spider before hovering behind him.

"Time to bring it, sparky!" Iron Spider taunted the villain.

"And this time we'll knock your lights out." Jetray added.

Living Laser didn't waste any time firing his repulsors at the group. Iron Spider jumped out of the way before clinging to the wall before his Spider Sense went off. Living Laser then began to rapid fire at the iron-armored spider hero, who dodged each repulsor blast. The villain the fired the suits unibeam at him while Iron Spider retaliated with his own variation of repulsors he dubbed repulsor webbing. Both attacks collided with one another before canceling each other out in a shockwave of energy.

Living Laser then fired a repulsor blast at Nova, hitting him in the chest causing him to be knocked back into the wall before falling to the ground. Before the villain could retaliate, Power Man football tackled the villain forcing him to the ground. That's where he and the armor-stealing villain engaged in close combat.

"Got to be a way to wake Stark up!" Iron Spider muttered to himself. "Calling up Iron Man armor detail." Various specs of the armor popped up on his HUD until he noticed one feature. "Hold on. Security failsafe? JARVIS?"

" _Young man, that is an electrical charge that can be delivered into Mister Stark's brain._ " JARVIS answered. " _A defibrillator for his entire nervous system. I do not recommend this option._ "

Power Man sent one punch after another at Living Laser, who dodged each strike. The teen then sent a roundhouse kick at the villain, who then caught it with his hands. Living Laser looked to see Nova, White Tiger and Jetray heading towards him. He lifted Power Man up, swung him around before tossing him at Nova. The result was Power Man crashing into the space teen as both hit the ground.

Living Laser then dodged White Tiger's slashes before blocking one. The villain then fired a repulsor blast at the tiger teen. White Tiger reacted quickly, back flipping away from the blast before landing on all fours. Living Laser then fired his unibeam at White Tiger. The cat-themed heroine was about to dodge when suddenly Jetray appeared before her. The manta ray-like alien's eyes and the tip of her tail glowed before firing three beams of green energy at the unibeam. The four beams of energy collided with one another resulting in a shockwave of energy.

While watching this Iron Spider made his decision before saying, "We've got no choice. Now, how do I do it?"

" _Downloading remote activation codes to your CPU now._ " JARVIS answered as he transferred the data to Iron Spider's HUD.

Back in the fight, the team were engaging Living Laser once more. At the moment the Living Laser was fighting Iron Fist. The teen martial artist sent punches at the villain but the attacks were blocked each time. Living Laser sent out a kick, which Iron Fist caught, before activating a repulsor blast in the suits boot sending Iron Fist back. Without wasting time, Living Laser started sending out various missiles at the group of heroes. The teens took action to evade.

Power Man jumped away from a volley of missiles before making another jump to dodge another. White Tiger, using her cat-like agility, dodged the various missiles heading her way. Various missiles made their way towards Iron Fist and Nova. Iron Fist's fist glowed with chi before punching the ground, causing large boulders to jut out of the ground in the way of a few missiles. The rest were punched to oblivion by the teen martial artist.

Jetray, at the moment, was being chased by a minor group of missiles. Using her impressive speed and flight, she confused the missiles to where a few of them struck the walls before exploding. She turned and saw a final missile coming towards her. Without wasting any effort, her eyes glowed before firing her neuroshock blasts at the missile. The missile exploded ending the little chase.

Living Laser then turned to see Iron Spider land in front of him. The villain grunted in annoyance before saying, "You again?"

"Missed me, didn't you?" Iron Spider asked rhetorically. "Got a new magic trick to show you." He then snapped his fingers which in terms activated the protocol.

Living Laser looked at himself in shock as sparks of electricity danced around his body. Inside the armor, the protocol went to work shocking Tony. This caused him to wake up with a surprised shout before looking around, slightly disoriented. With him awake again, the Living Laser was having trouble controlling the armor. The armor was firing off multiple unibeam blasts, which Iron Spider dodged a few of them.

"Hey," Iron Spider said through the communications to Iron Man. "You need to reinstall your armor security ASAP!"

"Right," Iron Man said in a grunt.

Tony began the reinstall the security protocol to his armor. As he did this, the armor was covered in green energy with sparks flying out a bit. Living Laser saw that the suit was forcing him out. The villain couldn't help but trying to fight it but to no avail.

"I hate to break it you, Laser," Tony said. "But I don't share my personal space with anyone that isn't a certain redhead. So that means you're out!"

With that Iron Man forced the villain out of his suit, allowing him full control once again. Jetray landed next to Iron Spider, who both watched with the look of victory on their faces. However their victory was cut short. They looked behind them to see Living Laser reformed himself with a look of anger on his face.

"How dare you!" The villain of energy shouted in anger.

"I see both your fashion senses took a jump," Iron Man said to the two heroes. "Want to help me clean up?"

"Aww yeah!" Iron Spider replied. "I think I know how."

Jetray looked at Iron Spider with a raised brow before saying, "You're not thinking what I know you're thinking of right?"

"Definitely," Iron Spider replied.

"Good thinking, kid." Iron Man complemented.

The three heroes then faced Living Laser. Iron Man and Iron Spider fired their repulsor weapons while Jetray fired her optic neuroshock lasers at the villain. The three beams hit the villain, but instead of harming him it made him grow bigger. The Living Laser glared at the three as he gain the height of a giant.

"You can't fight me with energy." He said. "I am energy! That armor is the key to controlling Stark Industries. And I want it back."

"By all means," Iron Man replied. "Come and get it."

With that said, Iron Man flew towards the ceiling, crashing through it causing debris to fall. The Living Laser didn't waste time and followed after the Iron Avenger. He was going to take back the armor even if had to rip Stark out of there to do it.

Jetray then landed on the ground before slamming the dial on her chest, causing a flash of green light to envelop her and transform her back to Gwen 10. She and the others then gathered together to go over the plan.

"Nice work," Power Man said. "Now how can we help him?"

"Got it all worked out," Iron Spider said before making a dash towards a hallway. "Come with me." The group did not hesitate to follow after their iron-clad leader.

* * *

Outside the factory, Iron Man was doing aerial maneuvers keeping away from the Living Laser. The said villain was right on the iron-suited hero's tail and closing in. He dodged when Living Laser tried to strike and continued to fly. He then opened his communications which connected to the Iron Spider.

"You there, kiddo?" Iron Man asked.

In the main labs, Iron Spider and the others had arrived. Iron Spider was now at the controls keeping an eye on the monitors. "I'm here. You're heading for the thing and he's right on your tail."

"What thing?" Nova asked with a raised brow.

"The thing!" Iron Spider tried to explain. "The thing that does the thing!"

"Was that even English?" White Tiger asked.

"Trust me," Gwen 10 spoke up. "The thing he's talking about is possibly the only thing that can stop Living Laser."

Back with Iron Man, he continued flying away from the Living Laser. They passed through the airport and a warehouse before exiting the building. Just up ahead, Iron Man could see the main building he was heading towards.

"Okay, I'm close." Iron Man said through communications. "Keep tracking my signal when I'm clear, fire it up."

"Whoa, wait a minute." Iron Spider said. "Me? Shouldn't you do it?"

"My onboards are still rebooting." Iron Man replied. "You'll have to do it manually."

"That was not part of the plan, man." Iron Spider retorted.

"You can do it." Iron Fist encouraged the team leader.

"You really think so?" Power Man said to the blonde quietly before getting an elbow in his rib from Gwen.

"He can." She replied with a smile. "Don't worry, Power Man. He's got this."

In the main lobby of the labs, Pepper Potts looked down at her phone to check the time. Tony was already 15 minutes late and she wondered what was going on. She sighed a bit before putting her phone away.

"Where is he?" Pepper muttered aloud. "Not once has he been late for a date." She paused a bit before speaking up again. "Except that one time when the Mandarin busted into the factory to seek vengeance against him, which wasn't his fault. I wonder what his excuse is this time."

Suddenly, a blur of gold and red passes over her head causing her to look. There she saw Iron Man, flying through the lobby as fast as he could. Behind him was a mass of neon green energy chasing after the iron Avenger. Pepper couldn't help but sigh recognizing the mass.

"The Living Laser," She muttered. "Of course someone that evil would be the cause of him being late for the date." Without another word, Pepper began to walk off to her office. She needed to grab something for the situation.

Back with Iron Man, the Living Laser was still on his tail. The iron-clad hero saw the molecular disruption chamber ahead and immediately flew inside. Taking the bait, Living Laser flew in after him trying to swipe at the hero.

"Almost there." Iron Man muttered to himself. "Hold it. Hold it." He then immediately exited the chamber before shouting out. "Now!"

In the main lab, Iron Spider used the controls to switch on the MDC. The device turned on, which the Living Laser felt immediately. The villain screamed as he felt his physical form being separated bit by bit. In a flash of light, the Living Laser was gone.

Outside, Iron Spider, Gwen 10 and the others met up with Iron Man, who had landed in front of the group. They were glad the plan had worked.

"It disrupted his basic photonic structure," Iron Spider explained to the other four. "Expanding it across several dimensions to a point where he could no longer control his physical form."

"Pretty cool, huh?" Iron Man added.

"So, where do you think he ended up?" Nova asked.

Iron Man, Iron Spider and Gwen 10 shrugged before all answered, "I don't know."

* * *

 _ **Dimension: EarthB10O-10082014**_

 _ **Location: Bellwood, USA**_

"Ugh, I'm so bored!" A male voice said before the sound of slurping was heard.

The owner of the voice was a teenage boy around the age of sixteen. He had shaggy brown hair, green eyes, pale skin and a skinny build. He wore a black shirt with green stripes in the middle and its sides along with a white symbol of the number 10 on the chest. He also wore brown cargo pants with pockets at the knees along with green and white shoes. He wasn't alone either.

Sitting with the boy were two people. The first one was a Japanese-American girl with brown eyes and black hair tied in a short ponytail. She wore a pink hoodie over a white shirt along with a white skirt and shoes. On her lap was a dog equivalent of a Galvanic Mechamorph sitting while wagging its technorganic tail.

The other individual sitting with them was a male alien. He was tall, with periwinkle-blue colored fur, black markings on his face, and pointed ears. The middle of his face was white and had red eyes. He wore what appeared to be a skin-tight black and blue armor.

"Come on, Ben," The girl said, identifying the brown-haired boy known as Ben. "It has been nice since we busted Animo for trying to mutate Bellwood Zoo's animals for his own personal army."

"Ship!" The Galvanic Mechamorph pup simply said in agreement.

"Easier said than done, Julie." Ben said to the girl. "All I ask for is a different villain or something. Someone not as lame as Animo, but cool enough to give us a challenge. What do you think, Rook?"

The alien known as Rook sipped the drink he had in his hand before replying, "I wouldn't go asking for a challenge myself. Then again you are right to say that the criminals this week haven't been challenging."

Ben then takes a sip of his drink before saying, "Just wish something would happen right now."

As if the universe provided, a flash of light appears in the middle of the street near where they were sitting. The group looked as what they saw a neon green-colored being of energy appears. The Living Laser had arrived in Bellwood.

"What the hell?!" The Living Laser said in shock before looking around. "Where am I?"

The trio blinked in shock at what they had witnessed.

"Well," Julie spoke up. "That's new."

"I think the universe was listening to you this time, Ben." Rook said.

Ben got up before finishing his drink and smiled. "Thank you, universe." He then proceeded over to the energy-based villain. "Hey, light show!"

Living Laser turned to Ben with a glare, "What do you want, brat?"

"I just have to ask, are you a villain?" Ben replied.

"What's it to you, kid?" Living Laser replied. "If you're the local hero here then I'm not impressed."

"Considering you don't know who I am," Ben said with a smirk as he readied his own Omnitrix. "I'm guessing you're not from around here."

"I'm the Living Laser," The villain introduced. "Once I beat you, I'll find the one who sent me here and make him pay!"

"Figured you were going to do a super villain rant," Ben said before slamming down on the dial.

In a flash of green light, Ben's form began to shift and change. His height grew to twelve feet and became more saurian. His skin became hard, brown, and a sort of beige color and had a sort of humanoid body. He also wore black briefs with a white band and a green sash across his chest with the dial of the Omnitrix on it. His eyes were green with his fingernails and toenails being grey.

The light faded revealing his form to Living Laser, who gaped at it. The saurian-like alien then gave out a shout after had transformed into…

" **Humungousaur!** "

Living Laser backed up a bit as the saurian-like alien got close before saying, "Well, laser boy, one thing you should know. You made a humongous mistake for wanting to cause trouble, in my home town no less."

Living Laser couldn't help but shiver in fear before muttering, "Aw shit…"

* * *

 **Dimension: Earth-12401G10**

 **Location: Stark Industries, New York**

"So," Iron Man said as his faceplate rose to reveal Tony's face. "I see you took some liberties with the suit I build for you."

"Well, not for nothing." Iron Spider replied before the face plate opened to reveal Peter's face. "But this thing had problems. I had to pop the hood." Peter saw the look on Tony's face before saying, "Uh. You know no offense."

Tony sighed before saying, "Well at least you got it to make it work for you. No point being mad about that." The man then hummed a bit. "Though, I can't help that I forgot something important."

"TONY ANTHONY STARK!" A female voice called out in a shout, catching everyone's attention.

From the sky, a figure landed in front of the group. The individual was wearing armor similar to Tony, however it was slimmer and the color palette was different. Instead of red and gold, the armor was violet and silver. The figure was stomping towards Tony who looked a bit fearful right now.

"H-Hey, Pep." Tony spoke with a slight stutter.

The faceplate of her armor rose to reveal her face before saying, "Don't you hey Pep me. Do you realize how late you are? I have half a mind to toss you around right now."

"Come on, Pep it wasn't my fault." Tony said trying to explain. "The Living Laser was causing trouble so I had to—"He was cut off as Pepper grabbed onto his cheek, causing him to seethe a bit. "Ow, Ow, Ow! Pep, not the cheek!"

"That still doesn't give you an excuse to not contact me about being a bit late. We're going to have a serious talk when we get home." With that said, Pepper then dragged Tony away by his cheek.

"The cheek, the cheek!" Tony said with a seethed voice.

The group couldn't help but blink in shock and confusion at what happened.

"Well," Gwen spoke up. "That just happened."

* * *

Back on the Helicarrier, the group was in the meeting room. They had all gathered to where Peter wanted to apologize to them for his behavior during the week. Gwen knew he meant it and could have been more proud of him.

"So, are we all good?" Peter said. "I'm just making sure."

"That's your idea of an apology?" Ava asked with a raised brow.

"I'm sorry," Peter said before scooting next to Danny. "Hey, Danny, you were right, you know? I'm better off being an uncool me than a cool someone else."

Danny smiled before quoting, "Where did you come up with that? A fortune cookie?" Gwen couldn't help but giggle at that.

 _ **(Glad to know Peter has learned a valuable lesson. You can't fix what ain't broken but you can improve them a bit with lessons and experience. With friends like us, he'll improve more over time. Though, he won't be the only one to improve, either.)**_

The doors to the meeting hall opened up to reveal Fury walking in before saying, "Alright, alright. Get out of here before I remember that you weren't authorized to even think about going to Stark's factory."

As the others left, Peter was about leave but Fury stopped him before saying, "Except you. I want to talk to you."

"What about me, sir?" Gwen spoke up.

"You're dismissed, Gwen 10." Fury replied. "Don't worry about your leader, I just want to show him something."

"It'll be okay, Gwen." Peter said. "I'll see you at school tomorrow."

"Alright," Gwen said before walking out.

She walked out onto the flight deck before activating her Omnitrix before transforming into latest alien.

" **Jetray!** " she shouted with a slightly raspy voice before taking to the air.

A lot had happened tonight, fighting the Living Laser, getting a new alien and watching Pepper drag Tony Stark away. Hopefully her life won't get too crazy after this. Then again she doesn't know what the future will hold, especially for a transforming super heroine like her.

* * *

 **And that's the end of that chapter folks! Hope you all loved seeing Gwen's science-side, a new alien form, as well as the added character Pepper Potts, aka Rescue. I also like to announce that I'll be working on five chapters for my other story, RWBY: Digital Hunters, so chapter 8 for this story is going to be way later. Anyways keep an eye out for any grammatical errors and typos and inform me about it to edit and correct. Until next time, true believers!**

 **Next Chapter: Why I Hate Gym**


	8. Why I Hate Gym

**Hey guys, Aaron2014 here! I know it's been awhile posting this story but hey life catches up with me and stuff. Also to those who commented about the "language" being used? Look at the story rating, which rated T for Teen by the way. So anyways without further ado, let's get this chapter rolling!**

 **(Song Starts)**

 **It started when an alien device did what it did**

 **And stuck itself upon her wrist with secrets that it hid**

 **Now she's got super powers, she's no ordinary kid**

 **She's Gwen 10. (Gwen 10)  
**

 **So if you see her you might be in for a big surprise,**

 **She'll turn into an alien before your very eyes**

 **She's slimy, creepy, fast and strong**

 **She's every shape and size**

 **She's Gwen 10 (Gwen 10)  
**

 **Armed with powers, she's on the case**

 **Fighting off evil from Earth or space**

 **She'll never stop till she makes them pay**

 **'Cause she's the brightest kid to ever save the day**

 **Gwen 10**

 **(Song Ends)**

* * *

 **Chapter 8: Why I Hate Gym**

It was night time within the lab of one Dr. Otto Octavius and Dr. Aloysius James Animo. Octavius and Animo had a scheduled meeting with a mercenary for hire at the moment. The mercenary had yet to show but Octavius wasn't worried, knowing who the mercenary was, he believed he'll be able to capture Spider-Man and his shape shifting companion.

"I don't see why we need this cretin?" Animo spoke up. "Wouldn't it be better to use our own forces to ensure the capture of Spider-Man and Gwen 10?"

"And what?" Dr. Octavius asked. "Watch them fail? Not a chance! Besides, this mercenary comes highly recommended for getting the task done."

"Indeed I do," A cool masculine voice said. "But I don't come cheap."

Octavius and Animo turned to look and see a male figure step out of the shadows. The man had a muscular build and wore a metallic skeleton mask with yellow eyes, hiding his true face. He wore a black suit, with white glove, boots and a white cape with a hood. He also had several belts on him to carry his equipment. This was Taskmaster, the Copy Cat mercenary who could learn and copy any fighting technique by one glance.

"Our employer will pay handsomely for the delivery of Spider-Man, Taskmaster." Octavius said to the merc.

"Also a bonus if you capture Gwen 10 as well." Animo added.

"A guy with four arms and a mad scientist with mutated animals should be able grab one bug and his girlfriend by himself." Taskmaster said with a snarky tone.

"Yeah." Octavius replied. "I don't get out much."

"And my last endeavor against Gwen 10 wasn't so… successful." Animo added with a tone of defeat.

Taskmaster walked up to one of the monitors before saying, "Their moves I can master. My power's cover that. But the tech makes it trickier. No wonder your employer is eager." He then turned to the two scientists. "Where are they located at the moment?"

"As of now," Octavius said turning on the monitor showing a picture of Spider-Man and Gwen 10 pursuing a villain. "One of our allies, at the moment, is trying to subdue them. Though given his abilities, it'll be difficult."

Taskmaster grinned under his mask as he watched the live feed. "This should be interesting."

* * *

On the streets of New York, Spider-Man and Gwen 10 were on the Spider Cycle scaling a building while chasing a super villain. The villain in question was a muscular man with a black thin mustache and a pointy beard on his chin. He wore a special purple and yellow suit, and yellow mechanical leaping legs. Surprisingly, he was scaling the building as well with surprising leaps.

"Leap, forward leap." The man narrated his actions with a French accent as continued upward. "Flip! C'est bon. C'est magnifique."

Spider-Man then turned to Gwen before saying, "Mind taking control of the cycle for a sec?"

"I got it!" Gwen 10 said taking control of the bike as they carefully switched places.

Spider-Man then aimed his web shooter at the leaping villain before saying, "Your suckatude knows no bounds, Batroc."

The spider-themed hero shot a line of webbing at the villain known as Batroc, snaring him in the left foot. Thanks to the villain's enhanced strength, he leaped pulling Spider-Man with him. The villain rebound off a water tower before landing on the roof, performing a back flip before sliding under a billboard. This in terms caused Spider-Man to face plant with the said billboard. Gwen had already parked the Spider Cycle while watching this, the end result caused her to face palm at the sight.

( _ **Hey guys, Gwen 10 here! As you can see, Spider-Man and I are dealing with a villain who's hopping mad. Meet Batroc the Leaper, a villain so off the radar, S.H.I.E.L.D. doesn't have a real file on him. What's to know? One thing is that he's French and that he leaps. For a villain like that maybe I should add a few French-related frog jokes.**_ )

"And zee bug goes splat." Batroc gave a joking insult as he pokes his head out from under the billboard. The hop happy villain crawled out from under it to make his getaway, until Spider-Man dropped down on the villain's back and pushing him away, causing the villain to slide across the roof.

Gwen watched this with a raised brow before saying, "Huh. The way he slides you'd think he's like some sort of amphibian-powered super villain."

"I swear Spidey's rubbing off on you," A familiar female voice spoke up. This caused Gwen to jump a bit and look to her left to see White Tiger standing next to her with her arms crossed.

"White Tiger, where did you come from?" Gwen asked.

"Don't worry about that," White Tiger replied. "Worry about Nick Fury. He says that you two need to get back to SHIELD HQ for training."

Spider-Man suspends in front of White Tiger upside down before saying, "Just because he's the director of SHIELD doesn't mean he can boss me around. Besides, Fury would be the first to say going solo on B-listers like Batroc is good training." He then landed on the ground before continuing. "Don't be so official, White Tiger."

"He's not wrong, Tiger." Gwen 10 added before turning to Spider-Man. "But she's also not wrong about the need to train."

"Do you always have to be the voice of reason?" Spider-Man said with a raised brow.

"I wouldn't be me if I wasn't," Gwen 10 replied. "Besides, I'm your favorite of this team."

"When did I ever admit that?" Spider-Man replied playfully, causing the two to laugh.

White Tiger groaned a bit before saying, "Get a room, you two."

Spider-Man rolled his eyes under his mask before saying, "The point is, when life gives you Batroc, make French toast."

Just after Spider-Man said that, Batroc gave him major double feet kick in the face causing him to be knocked back upward. This made Gwen 10 and White Tiger's eyes widen as they turned to Batroc, who was giving a grin of amusement.

"A boot in the face." Batroc said before making a leap.

White Tiger made a leap for the villain but missed him as he leapt towards an airborne Spider-Man. Batroc positioned himself in a head-butting form as he rammed right into the spider-themed hero's stomach, knocking the wind out of him. The two heroines watched as Spider-Man now made his way towards none other than the Daily Bugle video billboard. He crashed into it the middle of it, making a hole with sparks spurting out of it. Gwen cringed while White Tiger face palmed at the sight.

White Tiger brought up her communicator before saying, "Way to go at not paying attention. Get lazy and even the lame ones can splatter you. That's what training's for." She then brandished her claws, where the ones in her left hand sparked with electricity. "That and mastering new tools like electric claws."

"Hold those claws a sec, Tiger." Gwen 10 spoke up catching White Tiger's attention. "We need a plan."

"Any ideas?" White Tiger asked with a raised brow.

Gwen looked around to what they could use. She saw the water tower and a light bulb turned on above her head as she smiled. "Get him to follow you. Once there, lead him to the water tower and I'll finish it up."

"Okay. But what are you going to do?" White Tiger asked.

Gwen activated the Omnitrix before setting it to the intended alien. "I'm just going to make the hopping mad Frenchy chill out." She slammed down on the Omnitrix's core and in a flash of green light she becomes…

" **Big Chill!** "

Big Chill spread her wings before taking to the air. White Tiger looked and saw Batroc heading right for her, leaping from building to building. She took this opportunity to lead him to where Big Chill planned to capture him. White Tiger made leaps and bounds easily thanks to her feline prowess. Batroc was not far behind, still narrating his leaps with each bound.

From the air, Big Chill followed after her teammate and the leaping villain. The moth-like alien watched as White Tiger neared the water tower. Once reached, White Tiger activated her electric claws before slicing through one of the support beams of the water tower. The tower itself creaked and groaned as it tilted towards the incoming Batroc. This caught the villain off guard as rushing water from the tank of the water tower came rushing towards him.

"C'est pue." The Frenchman said.

Just before the water hit him, Big Chill swooped in and spewed her liquid nitrogen vapor breath at the water. She used it to make a ramp of ice, which luckily Batroc landed on and was sliding uncontrollably. The Frenchman comically screamed as he quickly shot off the ice ramp before falling to the streets below. Luckily and unfortunately to meet him was none other than a net of webbing crafted by Spider-Man. The French villain landed on the net before bouncing off and shot off towards the Daily Bugle live-stream video billboard. The team of three watched as the man crashed into the same place that Spider-Man previously occupied.

The team of the three regrouped with one another after that. Spider-Man and Big Chill fist bumped one another as they began their trek back to the Helicarrier. While stopping villains like Batroc was good training, Fury would throw a fit if they didn't get some official SHIELD training in at the moment. Hopefully he'll go easy on them once he hears about the situation with Batroc.

* * *

Back at the laboratory, the group of three finished watching Spider-Man and his team defeat Batroc. Taskmaster was seething on the inside. Batroc the Leaper was annoying to the mercenary but he respected him for his accomplishments. However he still lost to a group of teenagers and thus made his anger surface. He expressed his anger by smashing the monitor showing the fight.

"Taskmaster, Animo and I have to pay for that you know." Octavius informed him.

Taskmaster ignored the scientist as he looked back towards the monitor. On the monitor showed Spider-Man performing one of his many athletic feats by doing a major back flip. In an instant, Taskmaster had done the same exact thing, copying the hero's move. He loved his abilities so much, it was useful for overtaking his enemies. He then listened to the monitor as the main reporter of the Daily Bugle, J. Jonah Jameson, made his report.

"Is Spider-Man a student at Midtown High?" Jameson said. "Recently it was attacked…" Taskmaster ignored the rest of that as he focused on the main key to finding the one Octavius's employer sought.

"High school, huh?" Taskmaster said while he grinned under his mask. "Can't wait. I'm great with kids."

* * *

The next day, Gwen and her friends were in the cafeteria. Principal Coulson had called a meeting with the students about the incident with the Frightful Four that happened a few weeks ago. At the moment, Gwen was barely paying attention considering she was half asleep at the moment. Cause of training last night, she barely got any sleep at all but luckily got to school on time. The girl was shook awake by her best friend, Nancy Chan.

"Are you okay, Gwen?" Nancy whispered. "You always stay awake during important meetings like this."

Gwen gave a yawn before replying, "Sorry, Nancy. I just stayed up late last night. Didn't get enough sleep."

"What were you doing?" Nancy asked with a raised brow. "Doing some extra studying?"

Gwen gave a minor laugh before replying, "Sure."

( _ **If only it were studying, but then again, it does count since its training. The point is that Nancy's been my friend since I first came to Midtown. If she or anyone else found out what I was really doing, well it could involve a lot of explaining. That's something I don't want to do.**_ )

"And so," Coulson's voice spoke up catching Gwen's attention. "All city campuses are on high alert. Report any suspicious persons immediately.

Just after Coulson said that, the door to the cafeteria opened catching everyone's attention. Entering into the room was none other than Peter Parker, who Gwen knew was late for school… again.

"Ha! I see one now." Flash Thompson said in an assaulting manner. This caused the students to laugh at the joke. Flash and his jock buddies fist bumped one another while Peter made his way towards the table where Gwen and the others were sitting at.

"Great job with Batroc zeh Leaper last night, huh Ava?" Peter whispered mildly in French to the girl who was known as White Tiger.

Ava looked at the boy mildly before saying, "Lapse training, late for school. Good show, Parker."

Peter rolled his eyes before taking a seat near Gwen, which was between Mary Jane and Harry. Gwen gave a smile with a tired wave, which Peter replied back. With the situation with Batroc the Leaper last night, he could use a close friend at the moment.

"Hey," He said. "You sound exhausted."

"No kidding," Gwen replied. "Ever since that "study session" last night I didn't get much sleep."

"Same here," Peter replied.

"You two definitely need to balance out your study time and sleep time better." MJ spoke up catching their attention.

"We'll try, MJ." Peter said.

"Hey, Pete." Harry spoke up catching Peter's attention. "They're saying Spidey goes to this school. Girls love heroes, so help me spread the rumor it's me, huh?"

"It probably is you, Harry." MJ said. "Who else could afford all those webs he squirts all over everything?"

"Spider-Man doesn't squirt, MJ." Peter said. "He shoots. And I don't think it's a good idea for anyone to pose as him right now."

"He does bring up an excellent point, guys." Gwen said before giving a minor yawn. "With the Frightful Four showing up at the school a few weeks ago, someone must really want to get their hands on him."

"Huh," Nancy said. "I never thought of it that way."

Suddenly Peter was pushed off his chair by none other than Flash Thompson, who was smirking at the fallen teen boy.

"Speaking of squirts," Flash Thompson said. "How's the floor taste, Parker?" He then turned to grin at Gwen with a flirty look on his face. "S'up, Gwen? Care to talk to a real man."

"Do you actually know one?" Gwen replied back with a comeback and a raised brow. This caused Nancy, MJ, and Harry to snicker at that and caused Flash to blush a bit in embarrassment.

"Why you…" Flash said before he was face to face with Peter. "Move it, Parker."

"Not a smart move, Flash." Peter replied with a hardened glare.

"And what are you going to do about it?" Flash pressed on causing the two of them to glare at one another.

 _ **(You're wondering what's exactly happening? Well being the jock that Flash is, he believes girls all fall for a football star. I, on the other hand, don't believe in that. Flash seemed to gain a crush on me since the day he met me. While it's… minorly sweet, it's a bit annoying having to say no to going on several dates with him. I'm a girl with priorities, so sue me.)**_

"Thompson, Parker." Coulson spoke up catching their attention. "Pay attention. Your gym teacher, Mr. Moleskin will be out due to a freak accident after last night's game."

* * *

 _Time: Last Night  
Location: Midtown High School, New York_

Coach Moleskin was whistling a happy tune as he tossed his personal football into the air and caught it. Midtown's team did well last night taking down the opposing team. He was proud to call the group of teens he coached his team. He made his way through the field whistling his tune and tossing his football without a care in the world.

All of a sudden, he felt the ground under him sink a bit before springing out. This wasn't an exaggeration as Mr. Moleskin was literally flung by a hidden spring in the field. This caused the man to scream as he was flung from the ground over the goal crossbar and further out of the field. Unknown to the flung men, an individual in white just came out of the shadows, revealing it to be Taskmaster, who was holding a remote of sorts.

"Well, coach." Taskmaster said. "Looks like you finally broke that state field goal record."

* * *

 _Time: Present  
Location: Midtown High School, New York_

"Mr. Yaeger will be your new substitute until further notice." Coulson announced. "So show him the same respect you would with Mr. Moleskin."

Gwen looked and saw the man Coulson was referring to. He was a Latino man with short brown hair, brown eyes and wore usual gym clothes, which consists of a sleeveless sweat shirt, short black pants, black shoes and a white sweat headband and armband. Around the man's neck was a whistle at the end of a string necklace. Gwen looked at the man and gotten a bad feeling about him. Something about Mr. Yaeger didn't feel right with her.

"I look forward to the challenge of unlocking your hidden… talents." Mr. Yaeger said which sent shivers of fear down Gwen and Peter's spines.

 _ **(Awkward phrasing or veiled threat? You guys be the judge.)**_

Time passed as the period for PE had started. Gwen was dressed in a blue shirt with orange bands around the neck, shoulders and underside of the belly. She also wore black shorts and knee high white socks while wearing her usual sneakers. She was the one wearing gym clothes. Everyone attending the class were wearing them as well. You gotta love dress code of the education system.

"Dodgeball!" The voice of Flash Thompson called out as Gwen and the others turned to see the event unfold.

There she saw two teams going up against one another in a game of dodgeball. The first team had Peter amongst them while the opposing team had Flash Thompson. The blonde-haired jock and his team grinned as they began the game by chunking the rubber balls they had. Flash had aimed for Peter, in hopes to one up him during the game.

 _ **(I know what you're guys are thinking, "Gwen, why doesn't he use his spider powers to dodge the ball and beat Flash?" Well to answer that question is because to keep his secret identity. If Peter went and used his powers like that then it wouldn't be fair to others. Plus, he needs to protect the students from being harmed by baddies trying to fish out Spider-Man. Besides, judging by the trajectory and positioning of the ball, I don't think Peter will ever need his spider powers for this.)**_

Gwen watched as Peter was just hit in the face by the rubber ball. This caused the male teen to be knocked back before falling back face first to the gym floor. Gwen cringed as the boy got hit by the ball, they may be rubber but those suckers still hurt. Peter groaned as he sat up from the floor just as Flash was prepared to throw another ball at him.

"You lose, again." Flash said getting ready to throw the ball. However, he was stopped as Gwen stood in front of the blonde jock.

"Unfortunately Flash, he didn't lose." Gwen spoke up. "You in fact are out of the game for hitting Peter in the head with the ball."

"No I'm not!" Flash argued until Gwen interrupted his argument.

"Dodgeball rulebook Section 3 of eliminating players:" Gwen stated. "Any player who hits another of the opposing team above the shoulders, aka the head, is automatically out of the game."

"That's bull!" Flash continued to argue.

"She's not wrong," Nancy spoke up holding up a dodgeball rule pamphlet. "Says so right here, Section 3, third rule."

Flash grabbed it before reading the pamphlet. His attitude deflated immediately once finding the rule inside the said pamphlet. "Aw, man."

Satisfied with that, Gwen walked over to the boy helping him up. "You may not have won the game but you still knocked Flash out."

"Minor victory," Peter said before smiling at the blonde girl. "Courtesy of the ingenious brain of my second-in-command."

Gwen blushed at comment until Ava walked up to them before saying, "Get a room you two." This caused both Peter and Gwen turn beet red at that. Ava rolled her eyes before picking up the dodgeball that hit Peter. "Geez, Parker. A little overkill just to maintain your cover." She looked at the dodgeball before snickering at the sight before showing him and Gwen. "Is that your face print?"

The two teens looked and sure enough Ava was right. Right on the face of the ball was a print of Peter's face. It was a surprise to see that and Gwen could help but giggle at the sight. Even though he was hit by the said ball it was funny he left a type of impression on it.

"Alright, ladies and gents!" Coach Yaeger called out. "Everyone line up pronto!"

Immediately the students lined up side-by-side. Coach Yaeger walked down the line in front of them. Some of the students felt nervous under his vision, Gwen especially. At a young age, Gwen was taught by her father about how to identify an individual who was a potential criminal. As she looked at Coach Yaeger, she could tell this man was after something but what she didn't know. She was brought out of her thoughts as Coach Yaeger spoke up.

"I'm looking for finalists for the citywide athletic achievement contest." Coach Yaeger explained. "I want to see everything you've got in this obstacle course. Push yourselves to the limit. Don't give me less than a hundred ten percent."

"You could learn something from him." Ava said looking at Peter.

"How to creep people out?" Peter replied.

Gwen leaned close to Ava before whispering, "I think we should be keeping an eye on this guy. Something about him doesn't seem right."

"Aren't you being a little paranoid?" Ava said with a raised brow.

"A little," Gwen replied. "But just keep an eye on him if he does anything strange."

"Mr. Thompson," Coach Yaeger spoke up catching their attention before pointing towards the course. "Go!"

Flash Thompson smirked as he walked up before looking to the others and said, "I'll show you how it's done."

Flash made his way towards the obstacle course. He first climbed the rock climb wall, which took no effort. The blonde jock jumped down from the wall on the floor pad before making his way to the balance board. Easily crossing it he made it to the rope jump, jumping for the rope and used it to swing across. However as he landed, his right foot dipped into the pool but not enough to count against him before making his way to the rest of the course. Coach Yaeger watched this with a calculating mindset as he tried to pinpoint Flash's "true" identity.

"You could be… promising." Yaeger muttered as calculations were being made in his head as he compared them to Spider-Man. So far he liked how close they were. "Very promising."

Just after Flash jumped over the hurdle he quickly made his way towards the hanging tire. The jock made a jump towards it and successfully passed through it. He landed on the ground with a slide before stopping at the feet of Coach Yaeger. Flash then looked up at the coach before giving a smile.

"First to finish." Flash said with a tone of boast. "Good, huh, coach? Am I in?"

Ignoring the boy he then turned back to the students before saying, "Okay, next one up. Go!"

He called the students names one by one. The first was Ava, like Flash, completed the course with flying colors. The next one up was Danny who too completed the course easily. Harry was up next and with some minor difficulty he was able to complete it. The next one up was Luke. He was nearing the last part of the obstacle course, which was the hanging tire. He made a leap through it. Unfortunately, he only made it half way as the tire's hole was smaller than his body. He sat there hanging with a look of annoyance.

"Can we get some man-sized tires up in here people?" Luke said in annoyance. "Seriously."

Coach Yaeger looked towards Gwen before saying, "Ms. Stacy. You're up!"

Gwen walked up to the beginning of the course. She first did some stretches to help loosen her body a bit. She could tell Coach Yaeger was keeping an eye on her and she didn't need a Spidey Sense to know the danger. Whatever the coach was thinking he better hope that he didn't have to tangle with her later. However, she could only do that if he did something first. Right now all she had to worry about was this course.

Once her stretches were finished she began the course. She climbed the rock wall effortlessly before jumping down and did a tuck and roll on the mat. She then made her way to the balance board and was able to cross over it easily, that S.H.I.E.L.D. training was really paying off. Gwen then made it to the rope swing and made a leap for the hanging rope. She grabbed it and swung herself across the small poll of water. Landing on the other side, she proceeded towards the hurdle. Coach Yaeger was watching with interest in this young girl, considering his mission wasn't only to find Spider-Man but Gwen 10 as well.

' _Proper height and build_ ,' Coach Yaeger thought. ' _Not much to go on since the other target uses her alien forms. However…_ ' He spied the watch on Gwen's left wrist and compared it to the video feed he was giving by Animo and Octavius. Both that and the device Gwen 10 used was a match. ' _The tool she uses is her major give away._ '

Gwen had just completed the hurdle before making her way towards the hanging tire. She jumped through it with grace before tucking and rolling again before completing the course herself. She panted a bit before looking at Coach Yaeger, who had a smile on his face. This sent alerts through the girl's head when he gave her that look.

 _ **(Okay… definitely getting a bad vibe from him right now.)**_

"Mr. Parker," Coach Yaeger said. "You're last."

Peter stepped up to the beginning of the course, while Gwen and the others watched. Gwen knew what was going to happen in this scenario but she couldn't help but wonder what it would have been like if Peter had made the cut. The thought of that made the blonde giggle.

"You can begin anytime today." Coach Yaeger said. "The course doesn't run itself, Mr. Parker."

Peter walked up to the beginning of the course, and like Gwen, he did some stretches to loosen up his muscles. Coach Yaeger watched him intently, which Gwen noticed as well, and did comparisons in his head.

' _Right build, right size._ ' Coach Yaeger thought before smiling. ' _Perfect candidate._ '

However, Coach Yaeger was to be easily disappointed immediately. Just as soon Peter started the course he was struggling, courtesy of keeping his hero identity a secret. He first made it to the rock climb but was struggling to climb it, causing the coach to groan in dissatisfaction. Just as Peter was about to pull his foot over the wall, he fell flat on the gym floor. Not exactly the perfect candidate that Yaeger thought he was.

"Oi." Yaeger muttered before turning to the students. "I'll see four of you here tomorrow for the final cut. Rand, Osborn, Thompson, Stacy. The rest of you, anemic."

"Tomorrow?" Danny said with shock. "Saturday?"

"Did I stutter?" Coach Yaeger replied as he walked away.

"Danny, Flash, Gwen, and Harry?" Ava said with shock as well. "Harry?! I aced that thing. Why am I not a finalist?"

"Are you the only person on Earth who sees school on a Saturday as a good thing?" Peter asked with a raised brow. He was rewarded with a frown from Ava.

"Fury is so right," Ava told the boy. "You're soft. I say we show Mr. Yaeger who can do what. You and me are going to come back tomorrow anyway, list or no list and run that course again."

"If I'm late, you can start without me." Peter said. "Finished too, I'm beat. I have tomorrow set aside for sleep." He put more emphasis on it by giving a yawn and a stretch, which caused Ava to frown more. "Doesn't that Yaeger creep you out?"

They looked at Coach Yaeger, who was doing a set of jumping jacks. To Ava that was nothing to what she worked with on a daily basis.

"I work with a guy whose feet stick to walls," Ava pointed out. "Not to mention a girl who turns into aliens. No one creeps me out." Before she could leave Gwen had grabbed her arm.

"Hold on," Gwen said with a whisper. "Don't you think it's weird for a coach not choose an athlete like you? You have to admit it was just as fishy when he picked me."

"Yeah," Ava replied. "But you're not trying hard to cover a secret identity like your boyfriend."

"First off, not my boyfriend," Gwen replied. "Secondly, have you noticed for the boys he was analyzing them, like he was trying to find something in particular?"

"Well when you put it that way…" Ava said in thought.

"Change the plan for tomorrow," Gwen said. "Instead of coming here to retake the test, come here to investigate this. Something about that coach just doesn't sit right with me."

"And what are you going to do?" Ava asked.

"I'm going to be here to take the "test"." Gwen replied. "Contact me when you guys arrive but if I don't respond then you rush in understand?"

"I know I shouldn't trust you right now because you're being paranoid," Ava replied, causing Gwen to frown a bit. "But you're more level-headed than the web head so I'll go with the plan."

"Make sure Peter comes with as well." Gwen said. "We're going to need all the help we can get."

Ava rolled her eyes a bit at that. "Fine."

* * *

Later that night, Coulson had walked into his office carrying papers. He sat at his desk looking over the papers he had. Unknown to him hiding in the shadows was a figure, and they were waiting for the man. The figure silently walked up to the stand-in principal before speaking.

"Coulson," the figure said.

This caused the S.H.I.E.L.D. agent/principal to tense before looking behind him. Suddenly his neck got karate chopped by the figure knocking the man out. The figure was then revealed in the light of the computer screen as Taskmaster. That part of the plan had worked to his advantage and now the mercenary could commence for what he had planned for tomorrow.

"Good to see you again," Taskmaster said to the unconscious man as he grabbed his hand and placed it on the desk. This in terms activated a holo-map of the school, which made the white clad mercenary grin. "Even better to see that S.H.I.E.L.D. added security enhancements to the school. That makes my life much easier. Spider-Man and Gwen 10's… not so much."

* * *

Saturday finally arrived as its morning shined bright. Gwen, unfortunately, had forgotten to set her alarm so she was several hours late for the supposed "test". She was running down the sidewalk while carrying her gym bag towards the school. How could she have been so stupid? Oh wait, it was a Saturday, a day for her brain to relax. She sighed in frustration as she continued to run towards her destination.

She finally arrived at the school and saw Ava waiting by the gate. She called out to her friend/teammate who took notice of her immediately.

"Gwen?" Ava said with surprise. "I thought you were already inside the gym? I was just about to call you."

"Well let's just say my brain was in full Saturday mode last night and I forgot to set my alarm for this morning." Gwen replied honestly.

Ava shook her head. "Typical. Anyways, it's already noon and no one has come out of the gym yet. I can't get in plus the fence is electrified. I hate to say it, but I think you were right to be suspicious of Yaeger."

"Don't worry about me being right," Gwen said as she set down her gym bag. "Worry about calling Peter and getting him over to help." She then pressed a button on her S.H.I.E.L.D. communicator, activating the Hero Guise. In a shimmer she was now dressed within her super hero outfit. "I'll worry about the fence."

"Okay," Ava said before dialing Peter's number into her phone.

Gwen activated the Omnitrix, causing the hologram of one of her aliens to pop up. She went through the playlist until she came upon the alien she wanted before tapping the screen, which exposed the core. She then slammed down on the core and in a flash of green light she transformed into…

" **Feedback!** "

The female Conductoid made her way towards the electric fence sending out her two antennas at the fence. Electricity instantly flowed into her body as she absorbed the electrical energy. The fence immediately lost its power as Feedback finished up syphoning the electricity from it. She gave a smirk of satisfaction at a job well done before slamming the dial on her chest and in a flash of green light turned back into Gwen 10.

Gwen turned to Ava and to her relief saw that Peter had arrived in his Spider-Man costume. Ava looked kind of annoyed by something but Gwen decided not to dwell on it. Spider-Man walked up to the green clad heroine just as Ava was getting her costume ready.

"So I heard that there was an electric fence on?" Spider-Man asked.

"Feedback immediately took care of that." Gwen 10 replied.

"Glad to see you on top of things," Spider-Man said. "Ava said you had an idea on who was behind this."

"I do have one suspect," Gwen 10 said. "But right now the safety of our friends comes first.

Spider-Man nodded as he, Gwen 10, and the now suited up White Tiger enter the school from the gates. They looked around the front of the school to see if anything was going to spring up at them. Luckily, Spider-Man's Spidey Sense didn't go off so they were in the clear.

"Something's off," White Tiger said. "We should probably call Coulson."

"No." Spider-Man said. "We should go solo on this. Eh, you know, together."

"He's right," Gwen 10 spoke up. "It would take time for Coulson to round up some back up. We can handle this. S.H.I.E.L.D. added security to protect the school from any threat for us. Though doesn't explain why it's on right now."

"Maybe it's a misfire?" Spider-Man asked with a raised brow.

"Don't know," Gwen muttered before turning to her teammates. "But be on guard for anything."

The team of three made their way to the entrance of the school opening its doors. The school's lights were off making the setting more ominous for the group. Whatever or whoever turned on the security system must know they were already here and they may be walking into a trap.

"Who electrifies a fence and leaves the door unlocked?" Spider-Man asked aloud.

"Someone who was expecting us and not wanting unwanted visitors," Gwen gave a reply as they passed one of the classrooms.

"That fits with the whole dark, creepy, and dank atmosphere," White Tiger commented before stepping into something wet. They looked and saw what appeared to be a trail of water going down the hall.

"Told ya not to come to school on a Saturday," Spider-Man said wittily.

Gwen shushed him before saying, "Do you hear—?"

"Hello?" An aged male voice called out. "Is anyone there? Help! Help!"

"Someone's in trouble," White Tiger pointed out.

"I know that voice," Gwen 10 said. "That's Stan the janitor!"

They made a mad dash down the hall before turning to their left. There they saw an aged Caucasian male with grey and white hair and a mustache. He wore a light forest green janitor outfit. This was Stan "the Man" Lee, the #1 janitor of Midtown High. At the moment he was pinned to the wall by what appeared to be a large metal claw. He seemed in quite the pickle at the moment.

"Can anyone hear me?" He called out. "Oh, I sure could use a hand. I've got myself in quite a pickle here. Oh, if Irving Forbush could see me now."

"Hang tight, janitor guy." Spider-Man said running up to the machine pinning Stan. "We'll get you out."

Using his enhanced strength, Spider-Man pulled back the claw that was pinning Stan to the wall. This in terms freed Stan, who fell to the ground but was caught by Gwen, and was brought away from the claw. Once Stan was safe, Spider-Man let go of the metal claw which snapped back in place into the wall where it had pinned Stan. The team gave a sigh of relief for that minor event over.

"Mucho malfunction security system," Spider-Man said to Stan.

"Oh, my." Stan replied as he pulled out a handkerchief and wiped his head. A sudden click below Stan caused all four of them to freeze as the janitor had accidently set off another trap.

"Don't move," White Tiger said.

Unfortunately, Stan had turned to White Tiger. Just as he did, a trapdoor opened up below him causing the man fall below. The three heroes looked as Stan fell into the trapdoor, with him screaming all the way down. A crash signified that he had landed on the bottom. It was silent until the sound of Stan's voice echoed from below.

"Wow, there's a lot of wax build-up down here." Stan pointed out while in his janitor mindset. With that said the trapdoor shuts closed, trapping Stan within its confines. The three heroes looked at one another in confusion.

"Who built the security? Doctor Doom?" Spider-Man said with joking intent. This caused the two heroines to give him a look. "What?"

White Tiger stood up placing a hand on the side of her head to activate her communicator. "I'm calling Coulson."

Spider-Man walked up to the principal's office to see a shocking sight. "No phone needed. He's… here."

"On a Saturday?" White Tiger asked as she walked next to Spider-Man.

"Something doesn't feel right," Gwen 10 added as they got close to the door.

Spider-Man placed a hand on the knob before opening the door only to be rewarded with the voice of Coulson.

"Don't come into my office." He informed the three.

Confused by this they opened the door, to their horror and shock. There hanging upside down was Agent Coulson. However, at the moment, he was hanging over what appeared to be a pool of acid while wearing only a white sleeveless shirt and white brief underwear. That was an image no one needed to see.

"I can see why you wanted to be alone," Spider-Man joked. "Nice tighty whities."

"Well," Gwen 10 spoke up. "This is something I did not need to see today. Is it possible to bleach someone's brain of a recent memory? 'Cause I'm desperate need of short term memory loss right now."

"Get serious, you three," Coulson berated the three heroes. "The whole school is rigged. Taskmaster corrupted the S.H.I.E.L.D. security tech."

"Who?" White Tiger asked with a raised brow.

"Taskmaster," Coulson explained. "He's an assassin that hates me and hates Fury."

"We have to contact Fury," White Tiger said trying to contact the director of S.H.I.E.L.D. by her radio.

"You can't," Coulson said catching the cat-like heroine's attention. "He jammed the frequencies. You shouldn't have come to school today."

"Told you," Spider-Man said to White Tiger with a know-it-all look. White Tiger gave him a frown while Gwen 10 gave him a minor jab in the rib from her elbow.

"Work on getting yourselves out of here, and then find Fury." Coulson told them. "Don't waste time on me, and definitely don't go after Taskmaster alone. He's a combat chameleon. Do you understand?"

"Wait." Spider-Man spoke up. "He was bitten by a radioactive chameleon?"

"That's not it, Spidey." Gwen 10 said. "What he means is—"

Before she could explain, the sound of a male scream in the school halls could be heard. Spider-Man was the first to react to that as he instantly recognized the owner of the scream.

"That's Harry." Spider-Man exclaimed. "I remember that scream from slasher movie night from camp. Come on!"

With that said, all three ran out of the office and down the hall. Before they were far away enough, they heard Coulson shout out to them, "If Taskmaster sees you do it, he can do it. Fight him once, he's as good as you, you hear me?"

`"What did Coulson just say?" White Tiger asked as they rounded the corner of the hall.

"I don't know." Spider-Man replied. "I couldn't hear him."

"I think he was explaining to us about Taskmaster's abilities," Gwen 10 spoke up. "I think he said—"

Suddenly, Spider-Man's Spidey Sense went off, alerting him of danger ahead. "Spidey Sense. Get down!"

In front of them down the hall, the trophy case shifted into what appeared to be a missile launcher. However, instead of missiles it fired the trophies from within the case. Spider-Man and White Tiger dodged the incoming trophies while did her best to put her S.H.I.E.L.D. training in her human form to the test. She duck and dodged most of the trophies and even had to go in for a slide from a few others. She was thankful for Fury for giving her the extra training while as a human.

"If Flash and Harry are here at least they've got Danny to protect them." Spider-Man spoke up.

"I just hope they're alright," Gwen 10 said aloud as they continued down the hallway.

* * *

In another part of the school, Harry, Flash, and Danny were running for their lives. Unlike to the two other boys, Danny was calm in the situation. Being trained in the ways of K'un Lun, Danny learned to be calm in a situation like this. Considering an unknown assailant was after the three of them.

"He's right behind us." Flash said in a panicked tone. "Keep running."

"Slow and steady, dudes," Danny told them. "Slow and…" Danny then noticed the green laser near the floor. Both Flash and Harry passed through it setting off one of the security measures in place. He looked up and saw a security shutter come down ready to trap them. "Look out!"

With quick thinking, Danny pushed both Flash and Harry onto the floor causing them to slide on the floor. This in terms allowed them to bypass the security shutter but unfortunately left Danny behind it.

"Danny?" Harry said before banging on the shutter. "Danny!"

Danny turned to the shutter before saying, "Get to safety." He then turned to the one who was chasing them.

Before him he saw Taskmaster walking towards him. Danny got into a K'un Lun fighting position while Taskmaster readied himself as well. Before long the fight had begun. Danny sent a roundhouse kick towards the white clad mercenary. Unfortunately, Taskmaster had caught Danny's leg in midair with both hand, one grabbing his foreleg and the other his foot.

Taskmaster then flipped Danny around causing the boy to be twirled in the air. Luckily for Danny, who had the proper martial arts training, was able to recover and land on the ground in front of Taskmaster. He made for a leaping axe kick at Taskmaster but the villain dodged his attack. Danny rushed at Taskmaster, who back flipped away from the boy before landing on the ground analyzing him.

"Your technique," Taskmaster muttered.

"Years of study in K'un Lun," Danny answered before sending a chop at the mercenary.

As Danny did that, various equations appeared in Taskmaster's mind. He calculated Danny's form and attacks as he first dodged the chop. Danny then proceeded with another roundhouse kick, which Taskmaster analyzed again but this time got kicked in the chest and sent him into a locker, denting the metal.

Taskmaster grinned as he sat up from the dented locker. "Years for you, seconds for me."

Danny had activated the chi within his right fist, sending strikes at Taskmaster. Taskmaster dodged each one of them and got into, what surprised Danny, a K'un Lun fighting stance. The white clad mercenary sent out a powerful kick towards Danny, sending him crashing against floor of the hall. Danny groaned as he looked up at Taskmaster.

"Who taught you that move?" He asked.

Taskmaster grinned before answering, "You did. These, too."

Danny got back up before trying to send another strike at Taskmaster. The mercenary blocked the strike before sending two punched at Danny, one in the ribs and the other on the side of his face. He then grabbed the teen before throwing him into a different set of lockers. Danny got back up activating his chi fist before going in for a strike on Taskmaster. However, Taskmaster quickly countered the boy with a lariat, causing the teen to be knocked out.

Taskmaster looked down at the boy with a sigh before saying, "You're good, kid, but not one of the targets I'm looking for."

* * *

In another part of the school, Harry and Flash were running up a flight of stairs. At the bottom of the stairwell, Spider-Man, White Tiger, and Gwen 10 had arrived just in time to see the two male teen climbing up the stairs.

"There they are." White Tiger said as they began to make their way up the stairs.

As Harry and Flash exited the stairs, they entered another hallway on the upper floor of the school. Their legs ran far but close to giving out to how much they ran. But they wouldn't give up considering with some maniac after them. They passed a classroom just as Spider-Man, White Tiger, and Gwen 10 poked their heads out of to spy out of. Sure enough they made to the floor the two male teens were on.

"You think he's behind us?" Harry asked Flash as they kept running.

"I'm not looking." Flash replied with a bit of fear.

Suddenly, Taskmaster landed in front of the two teens. Harry and Flash backed away from the mercenary with fear. Harry let out a cry of surprise as the white hooded mercenary looked at the two teens.

"Which of you is going change into Spider-Man before anyone gets hurt?" Taskmaster asked in a serious tone.

"They're in danger," Spider-Man whispered.

"This is the moment you've trained for." White Tiger whispered as well before giving a minor laugh. "Oh, wait, that's right. You never train."

"Not the time, Tiger." Gwen 10 whispered tensely.

The two teen turned around and made a dash away from Taskmaster. Unfortunately, Harry got ensnared by a Spider-Man inspired webbing net, causing him to hang in the air helplessly. This got a surprised shout out of the teen as he looked towards the blonde jock for help.

"Flash, don't leave me here." Harry called out to the jock.

"Hey, I'm the strongest guy in school, but I'm no Spider-Man." Flash replied as he made a run for it.

Taskmaster looked at Harry with a look of disappointment as he walked by and said, "You're obviously not him." With that said, Taskmaster focused his attention to following after Flash. He turned into the hall as he pulled out a gold hilted sword, scraping its edge on the lockers leaving a mark on the metal. "Come on out, Spider. It's go time."

Taskmaster passed one of the lockers which had to eyes peering from within it. Inside, Flash intentionally stuffed himself inside a random lock to hide from the mercenary. Unknown to him, the locker he was residing in was none other than Peter's locker, which had an extra Spider-Man mask and gloves stored in above the jocks head.

"Flash is in your locker," White Tiger whispered to Spider-Man. "What's the plan?"

Spider-Man thought for a bit before stepping out and said, "He wants me, he gets me. You get Harry and Flash somewhere safe." With that he shot out a line of webbing before swinging towards where Taskmaster was.

White Tiger frowned before saying, "Great plan."

"But not enough," Gwen 10 added before turning to White Tiger. "Focus on freeing Harry. I'll go back up Spidey." With that said, she rushes off after Spider-Man leaving White Tiger by herself.

She sighed before muttering, "Sometimes I wonder if those two are soul mates or something, considering how alike they think."

Back with Flash, he peered out through the grate of the locker to see if the coast was clear. He was wrong when he saw Taskmaster walking back up to the locker he was hiding in. The jock held his breath as he saw Taskmaster raise his sword ready to slice through the locker. Luckily for the jock, a line of webbing shot out, ensnared the sword and pulled it out of Taskmaster's hand. This caught the villain off guard when he looked and saw Spider-Man hanging upside down from the ceiling by his webbing.

"Destroying school property goes on your permanent record, you know." Spider-Man said in a joking tone.

"Oh," Taskmaster spoke. "Decided to come clean, Thompson?"

"Thompson?" A female voice said behind him, which he looked and saw Gwen 10 leaning against one of the lockers. "Buddy, you really need to up your intelligence gathering."

"And Gwen 10," Taskmaster said with a pleased tone. "So glad you could finally make it. I was hoping you'd show up."

"Why?" Gwen 10 asked with a raised brow. "Are you the number one member of my fan club or something? I'm touched but unfortunately someone else at this school has already acquired that title thank you very much."

"Not me per say," Taskmaster said as he grinned under his mask. "But my employers are quite the followers."

Taskmaster quickly turned around just as Spider-Man jumped down and began to fight the mercenary. Taskmaster sent out a punch but Spider-Man dodged the fist before backhanding Taskmaster in the face. Spider-Man jumped back to gain some distance from Taskmaster. However, the mercenary was just as agile as the spider-themed hero and quickly followed after.

Gwen 10 took this opportunity to activate the Omnitrix. Going through the playlist, she selected the alien she wanted before the touchscreen slid back and exposed the core. She then slammed her hand down on the core and in a flash of green light she turned into…

" **Four Arms!** "

The now female Tetramand rushed down the hall where Spider-Man and Taskmaster went to. Four Arms watched as both Spider-Man and Taskmaster were rebounding off of the walls. Taskmaster analyzed Spider-Man like he analyzed Danny, large amount of equations danced in his vision. Spider-Man had turned around to give the mercenary an aerial kick, unfortunately, he missed as Taskmaster dodged his attack. Spider-Man looked up and saw Taskmaster about to kick him, but shocked the spider-themed hero in how he did it. He was kicking like he would with villains.

Spider-Man's face met Taskmaster's foot as he was kicked by him. The mercenary landed and looked at White Tiger, who was busy trying to free Harry. The white-hooded mercenary couldn't help but smirk menacingly at the cat-themed heroine.

"You're next," Taskmaster said with a hint of smirk in his voice.

"Not likely, pal!" A female voice said catching his attention.

Taskmaster turned and was immediately met with a fist to the face. The mercenary gave a grunt in pain as he was sent flying across the hall, past White Tiger and Harry. The two teens blinked in shock as they turned to see the one who punched Taskmaster. It was Four Arms, who at the moment was popping her knuckles with her lower set of arms.

"That felt good," Four Arms said as she picked up Spider-Man. "You okay?"

"Thanks for the save," He said with a minor groan. "How did he do that move? That was my move."

"It's like what Coulson and I were trying to tell you," Four Arms explained. "He's a combat chameleon, or in simpler terms a copycat. Any move you can do, he can do."

"Didn't anyone tell him copying is cheating?" Spider-Man asked aloud.

"I call it winning." The voice of Taskmaster was heard catching their attention.

They turned to see Taskmaster rushing towards Spider-Man and Four Arms before sending a flying kick at the female Tetramand. She held up her arms blocking it before sending a two-armed punch at Taskmaster. Taskmaster dodged but not without analyzing Four Arms a bit. Calculations danced in his vision as he fought the four-armed female alien. Four Arms sent another two-armed punch at the mercenary but one of her arms was caught by Taskmaster. He then used her own weight against her and flung her over his shoulder, causing her to fly towards White Tiger and land on the ground in front of her.

Spider-Man then engaged Taskmaster again. He sent punch after punch, but since Taskmaster analyzed him earlier his punches were being easily blocked. Spider-Man sent out another punch before Taskmaster grabbed him by his arm before giving the spider-themed hero an uppercut, sending Spider-Man falling to the floor flat on his back. Taskmaster then pinned the teen hero down on the ground with his foot.

"End of the line, Thompson." Taskmaster said before reaching his hand down near Spider-Man's mask. "You can take off the mask."

"I was going to say the same thing." White Tiger's voice spoke up catching Taskmaster's attention. The mercenary turned and saw White Tiger jumping at him with claws raised. "If it is a mask, ugly."

White Tiger sent out her claws at Taskmaster, catching him in his mask. The mask was easily ripped off thanks to the swipe and revealed a shocking sight. There before them was the face of the one behind everything. It was none other than Coach Yaeger himself. The sight of this caused Harry to run away screaming.

"Mr. Yaeger?!" White Tiger said with shock in her voice. "Our gym teacher?!"

"Ha!" Four Arms said as she sat up. "I knew it! I told you he didn't sit right!"

 _ **(While I'm happy my suspicions were right, I'd like to point out one thing. This entire thing in no way means to suggest that all gym teachers are sadistic assassins/mercenaries who live to bring misery to high-schoolers everywhere… except the ones who do.)**_

"So that test was only about finding Spider-Man?" White Tiger asked aloud. "Now I don't feel so bad about getting cut."

"It wasn't only to find Spider-Man," Taskmaster said before turning to Four Arms. "It was also to find a certain shape shifter as well."

This made Four Arms tense a bit. That's why Yaeger chose her in gym class yesterday. She was the only and likely candidate of being suspected as Gwen 10. This made the now female Tetramand seethe a bit.

"Well looks like you don't have to look far, ugly." Four Arms said. "Cause here I am."

Before Four Arms could react, Taskmaster rushed towards White Tiger sending out a roundhouse kick at her. She dodged with a jump and flip over the white-hooded mercenary, landing behind him battle ready with her electric claws active.

"I'll show you three the benefits of training." White Tiger said aloud as she engaged Taskmaster.

White Tiger sent out claw swipes at the white-hooded mercenary. However, Taskmaster expertly dodged each one. White Tiger inwardly growled as she continued her attacks. Unfortunately, Taskmaster either dodged a strike or blocked another. Watching this, both Spider-Man and Four Arms couldn't help but face palm at this.

"Oh brother," Spider-Man muttered.

"This will end bad." Four Arms added.

"Never met a move I couldn't match." Taskmaster said sending a punch at White Tiger, who dodged. "Yours, Spider's, Gwen 10's." Taskmaster then sent out another punch, which White Tiger caught with her hand, before grinning under his metallic mask. "That K'un Lun kid's."

This caused White Tiger to tense with wide eyes before saying, "Danny? What did you do to him?"

Unfortunately for White Tiger, the answer she was given was a kick to the stomach, courtesy of Taskmaster. The attack caused White Tiger to crash though a door behind her, which led to the stairs. White Tiger then busted through the railing by the stairs. This looked like she was going to plummet to her doom.

"Tiger!" Spider-Man called out as he rushed through the entrance, while jumping past Taskmaster.

White Tiger kept her eyes shut as she waited for the impact. Suddenly, she felt something catch her leg stopping her descent. She looked up to see that Spider-Man had caught her. Both had a look of relief on their faces. Unfortunately that didn't last as Spider-Man was hit by a blast of energy, which severely shocked the spider-themed hero. This caused Spider-Man to lose his foot and fall over, but not before grabbing onto a metal bar from the broken railing. He looked up and saw Taskmaster standing over him.

"I'm guessing you know Coulson through S.H.I.E.L.D?" Taskmaster asked him before inspecting the weapon he held. "Fury certainly gives you kids some age inappropriate toys for your school."

"So… you're just another gym teacher who wants to kill me?" Spider-Man asked with a raised brow.

"Kill you?" Taskmaster replied. "Hardly. I'm here to offer you a job. Accept… everyone wins. Refuse… no one gets out alive. And I turn you and your little shape shifting girlfriend over to my employers." He then pointed his weapon at Spider-Man. "Limited timed offer. Clock's ticking."

Spider-Man was silent a bit as he looked up at Taskmaster. However, his attention was turned to behind the mercenary, specifically the ceiling. There he saw Gwen 10, who had now turned into Spidermonkey, was clinging to the ceiling. She looked down at him before bringing her index finger to her lips telling him to stay quiet. He understood before turned to Taskmaster.

"Wait… a job, huh?" Spider-Man said distracting the mercenary.

"A powerful man hired me to bring you to him." Taskmaster said. "Gwen 10 is also an extra in this considering my employer is interested in her little watch. But I'm powerful myself. And I'm offering you an opportunity to be part of something amazing, Spider-Man."

 _ **(Amazing Spider-Man. I don't know why but that sounds very catchy. Though considering what this guy has to offer that he considers amazing is less than spectacular. Huh. Spectacular Spider-Man has a nice ring too. Someone should make comic book series with those titles. I'd buy them.)**_

"So you're not just a madman." Spider-Man said. "You're a double-crossing madman?" While Spider-Man spoke to Taskmaster, White Tiger took this opportunity. She used her electric claws to silently cut her loose from the line of webbing and she landed on the floor gracefully.

"Nature of the business." Taskmaster said. "Fury double crossed me, just like he'll double cross you when it suits him."

"Wait," Spider-Man spoke up surprised. "You worked for Fury?" Hearing this shocked Spidermonkey as well.

 _ **(Note to self: Have a serious conversation with Coulson about leaving out important info.)**_

"Sure," Taskmaster answered. "And like you, I had tech. I had a team. Now look at me."

"Yeah, I'd rather not." Spider-Man replied. "And don't try to trick me. I took reverse psychology where I got a reverse A, which is, you know, still an A."

"You choose death over partnership?" Taskmaster asked.

"If that was my only choice." Spider-Man replied. "But it's not."

Spider-Man noticed that he was about to charge up his weapon before he let go of the railing and fell below. Taskmaster took aim but the sound of a primate-like screech was heard as he turned to see Spidermonkey, leaping towards him. She aimed her tail at the weapon before firing a blast of webbing at it, clogging the barrel. She then proceeded to jump on his shoulder before forcing his hood over his face and made a leap after her teammate.

The weapon Taskmaster had was charging but began to hum as it was becoming unstable. The weapon blew up, causing Taskmaster to cry out in pain and hit the wall. He looked at his weapon, which was damaged beyond repair and then looked behind himself. There he saw that his cape was caught in Spidermonkey's webs, making it stick to the wall. Ripping off the cloak, he looked down the stairwell to see that his targets had fled. He gave a growl of anger as he continued his pursuit.

With Spider-Man, White Tiger, and Spidermonkey, they had made it to the gym. White Tiger was carrying Spider-Man in after he had fallen to the ground at the stairwell. Spidermonkey immediately tapped the dial on her chest and in a flash of green light she was once again Gwen 10. The situation with Taskmaster was getting dire, considering they were dealing with a major combat copycat.

"All the work, the training… useless." White Tiger said. "He has all of our skills and S.H.I.E.L.D weapons. He can predict our every move. We're dead."

"Maybe he can fight like Spider-Man," Spider-Man spoke up. "But he can't think like Peter Parker. He mimics what we do, so let's do what we don't." With that said he had walked over to the dodge ball rack and picked up a ball before spinning the ball on his finger.

"Not going to work," White Tiger said. "He copies what we do as soon as he sees it."

Spider-Man then placed the ball behind his back making it look like it disappeared, but White Tiger and Gwen 10 looked and saw he expertly placed it between his legs before he said, "What if he doesn't see it?"

A light bulb lit above Gwen 10's head as she understood what he meant. "I get it. We're going to make him fight blind while we're being unpredictable."

"Exactly," Spider-Man answered. "I've got something in my locker just for this."

"Is there enough for both of us?" Gwen 10 asked with a raised brow.

Spider-Man shook his head. "Sorry, only one other mask. But I think you might have an alien you could use that can see in the dark."

Gwen 10 thought a bit before she tensed a bit in realization. "You're right! I do have the right alien."

She activated the Omnitrix, causing the holo-screen playlist to pop up. She went through it before landing on the alien she wanted before tapping the touchscreen, causing it to slide up and expose the core. She then slammed down on the core and in a flash of green light she became…

" **Echo Echo!** "

White Tiger raised a brow at this. "Echo Echo? Why that one?"

"Echo Echo is a Sonorosian." Spider-Man explained. "Not only can they expel sonic waves of sound but they also have the ability to use echolocation."

"And you know this why?" White Tiger asked with a raised brow.

"Gwen lent me the ALDB one day and I got hooked." Spider-Man answered. He saw White Tiger giving him the same raised brow look. "What? It's a good read. Anyways let head to my locker."

A few minutes later the group of three had arrived at Peter's locker. Spider-Man opened it and revealed Flash Thompson, who was asleep but snorted awake from the locker opening. They saw that Flash had a look of relief on his face.

"Spider-Man." Flash said trying to get out. "Save me."

Spider-Man pushed him back in the locker as he grabbed his spare mask. "Eh, no. You're safer in here." He closed the locker and turned to see Echo Echo giving him the same look she did during their second team-up together. "I know, I know. I shouldn't have done that."

A door was smashed open as Taskmaster exited it. He looked around the hall in hopes to find his target. Once he does, he's going to show them no mercy. His attention was then drawn to the left as he heard Spider-Man's voice. The said hero was then seen popping out from behind a wall.

"Uh oh, girls." Spider-Man said in a fake surprise. "I think Taskmaster spotted me."

With that said, Spider-Man made a mocking dance before making a run for it. Taskmaster quickly followed after Spider-Man, who had disappeared from his sights. Busting through the gym doors, Taskmaster landed gracefully like Spider-Man before looking around. The lights then suddenly went off causing the area around him to darken his vision. He looked ahead and saw Spider-Man hanging from above behind the entry of the gym, giving a mock wave towards the villain.

"Darn those budget cuts." Spider-Man said in a joking tone. "No lights on the weekends, Tasky!"

"You're only prolonging the inevitable." Taskmaster said.

"Then we might as well make it fun, right?" Spider-Man replied with a question before giving the man a mock wink before scaling up the wall he was clinging to.

The white-hooded mercenary rushed into the stadium, not before the doors slammed behind him, causing the room to become pitch black. Taskmaster understood the situation at the moment. They were going to fight him blind. He had to admit they were clever but that won't stop him.

"Tiger," Spider-Man called out. "Turn on the night vision." With that said, Spider-Man activated the night vision within his mask's lenses, allowing him to see perfectly in the dark.

White Tiger did the same as she too saw in the dark. She could help but smile at this. "I make this spider night vision look good."

In their vision, they saw Taskmaster looking around. Being a trained assassin/mercenary he needed to be aware of his surroundings, even in the cover of darkness. Luckily for him, the playing field he was currently in, he could remember the surroundings bit by bit. It was all thanks to his photographic memory.

"Come out, come out wherever you are, little spider." Taskmaster said. "You can't beat me. I know all of your moves."

Suddenly, Taskmaster was punched in the face by White Tiger. The mercenary fell to the ground before picking himself up. He was then bombarded by a strike to his back causing him to be knocked back and land on the floor a few feet away.

"You ain't seen nothing yet." Spider-Man said in a mocking tone. "And you ain't gonna."

As he got up, he was being attacked again. He first got punched in the face, but began blocking strikes. Despite the veil of darkness, he was still able to fight these teen heroes no problem.

"It's dark, but you're still you." Taskmaster said throwing his unseen opponent away. This was no challenge. "And I know what you do."

"You. Sure. About. That?" A female-like robotic voice said, causing Taskmaster to tense.

Suddenly he was pelted by waves of sound, causing him to be knocked back. He sat up with a grunt before looking ahead of him. There he saw a figure aim at him before firing webbing at his face. This caused the mercenary to latch onto his face trying to peel off the webbing. Just as he did he saw another figure in front of him activate their electric claws, assuming it was White Tiger.

"Not bad for a first timer." The voice of Spider-Man spoke up in front of Taskmaster causing him to tense. The claws struck Taskmaster, shocking him to some degree. This caused the man to hit a familiar wall. "Recognize where you are, Yaeger?"

"You just did me a favor." Taskmaster said in amusement. He then jumped on top of the rock climb wall as he surveyed his surroundings. "I have a photographic memory. I can move through here as well as if the lights were on."

With that said, he ran across the wall to make his way towards the ringed ropes hanging beside the wall. Unfortunately, the ringed ropes were pulled away from Taskmaster's grasp. This was all thanks to White Tiger, who was sitting above where the ropes were tied.

"You could if everything was still where it was yesterday, sucker." She said in a mocking tone.

As Taskmaster fell, Spider-Man took this opportunity to kick a tire where the mercenary was going to land. The white-hooded mercenary landed in the tire, which got stuck to his buttocks. As he sat up, he leg was then caught by rope and caused the man to hang upside down. A shadowed figure grabbed two more tires before swinging in on a web line and stuck Taskmaster between the two tires. This caused the mercenary to grunt as he fell into the pool of water below him, soaking him to the bone.

"Guys, you got him?" White Tiger called out to her friends. Just as Taskmaster was about to pounce on White Tiger, he was hit in the head by a dodge ball.

"Dodge ball!" Spider-Man called out as he was throwing balls at Taskmaster.

He wasn't the only one cause, in Taskmasters vision, he saw other figures throwing balls at him. The balls impacted his body causing the man to be knocked back and crash into the bleachers. Once there, someone had begun firing a barrage of webbing at Taskmaster, causing him to be stuck in the bleachers.

Spider-Man landed next to White Tiger, while Echo Echo walked next to her. The web-themed hero then turned White Tiger before saying, "Nice shot. Been practicing?"

"Now I know why you use these." White Tiger replied with pep in her voice. "This is fun."

The lights came back on to reveal the three to Taskmaster. To his shock, he saw that White Tiger was wearing one of Spider-Man's masks as well as his gloves, making it look like he was fighting him. She wasn't the only one as Spider-Man's gloves were replaced with White Tigers, which explained why he had the claws. The mercenary then noticed that Gwen 10 was now another alien which was known as Echo Echo. Around them, to his surprise were multiple copies of the female Sonorosian, each holding a dodge ball with smirks on their faces.

"It's not too late for you to join me," Taskmaster said as he looked at Spider-Man.

"Yeah, you might think I'm a loser, but I don't." Spider-Man replied.

"Then I'll simply expose your identity as Flash Thompson to the entire world." Taskmaster said with affirmation in his voice.

Echo Echo's copies came together, merged back with the original, and in a flash of green light reverted back to Gwen 10 who said, "Which Flash Thompson?" She then pointed behind herself. "That one?"

Taskmaster looked behind the group and to his shock saw Flash Thompson, who walked up with Harry Osborn. Seeing the boy next to Spider-Man made the man seethe with anger. He was played for a fool and he didn't realize it. Apparently Spider-Man was craftier than he anticipated. Next time, he wouldn't be so lucky. However, he still had a playing card.

"Yeah, loser." Flash said mocking the mercenary before flinching away a bit in fear. "He can't get out right?"

"It's Spider-Man, Yaeger, not Spider-Teen." Spider-Man said. "But this school is still under my watch, just like the rest of the city."

"And he's not alone doing it either." Gwen 10 added causing Spider-Man to smile at her, before turning back to Taskmaster.

"There's a lesson for you here…"

"Yeah," Flash spoke up. "You just got schooled." This got different reactions from Spider-Man and Gwen 10. Spider-Man frowned while Gwen 10 face palmed at the mention of the pun. Oi vey.

"Not helping." Spider-Man said to Flash, who grinned embarrassed at Spider-Man.

"I may not have you identity," Taskmaster said to Spider-Man before turning to Gwen 10. "But I have knowledge of someone else's I can use for leeway in the future."

 _ **(Okay… my spine tingled in a bad way when he said that.)**_

Unbeknownst of them, Taskmaster had pressed a button on a small tube-like bomb as he dropped it on the floor. Just as it hit, a thick smoke escaped from it causing them to cough and be blinded by cloud of smoke. Once it cleared they looked at the bleachers to see a scary sight. On the bleachers was a mask which resembled Coach Yaeger's face. They then looked up at their left and saw the high window to the gym was open. Taskmaster had officially left the building.

White Tiger grabbed the Coach Jaeger mask before asking, "How many masks can one guy wear?"

"You're asking me?" Spider-Man said with a raised brow.

"You think he'll be back with a different face?" Gwen 10 spoke up.

"He knows what he's up against," Spider-Man assured his team. "If he shows whatever face he's got around here again."

Flash then gave a chortle as he said, "'Cause he got schoo—"

Gwen 10 held up a hand stopping Flash. "There's a time and place for puns and now is not the time, mister."

"Yeah, no… whatever you say, Gwen 10."

 _ **(And this is why most people hate gym.)**_

* * *

Back at Octavius and Animo's lab, Taskmaster had returned. The mercenary looked and saw it was only Octavius occupying the lab at the moment. The multi-armed scientist faced one of the screens as Taskmaster entered. The man turned to the mercenary with a scowl.

"Well?" Octavius asked.

"School's a dead end." Taskmaster answered. "Trust me. You want the spider, you'll have to make him come to you."

Just as he finished saying that, Octavius gave a roar in anger. A metallic tentacle smashed through a screen, slammed into another as the good doctor was throwing a tantrum. He began destroying part of his lab, but nothing too important. Taskmaster couldn't help but smirk while watching this.

"You have to pay for those, remember?" Taskmaster goaded the scientist, fueling the rage more. The mercenary looked on the ground to see a spider scurrying across the floor. With a swift movement he squashed the tiny arachnid. "That's right, throw your tantrum and look somewhere else for Spider-Man. 'Cause now I know where he hangs out, that bug is mine. Plus, his little girlfriend will be very useful in the future. Isn't that right… Gwen Stacy."

* * *

Back in Midtown, newscasters from all across the city were interviewing with Flash and Harry. Being the victims of Taskmaster's attack really shook them but they were okay thanks to Spider-Man and the other two heroes. At the moment, Flash was giving out info to the reporters for Daily Bugle Communications.

"No one in this school is cool enough to be Spidey, so forget that rumor." The blonde jock said. "That said, I totally helped Spider-Man save the dump. I was this close to him! We're buds!"

Watching this was none other than Peter, Ava, Gwen, Danny and Coulson. They heard every bit of what Flash told the press from the Daily Bugle. He couldn't help but be relieved that Flash did Spider-Man a huge favor.

"Flash Thompson finally did me a favor." Peter said.

"Taskmaster never even suspected Peter Parker was Spider-Man." Ava said. "Your creativity was just as strategic as my training. More even."

"Really?" Peter asked with a raised brow.

"Going solo paid off, okay?" Ava replied.

Gwen smiled before wrapping an arm around Ava's shoulder and said. "Glad to see you acknowledging his leader skills more, Ava."

Ava rolled her eyes with a smile on her face, "Don't push it, okay?"

"There's still one thing I don't get at all." Peter spoke up while looking at Coulson. "The tight briefs, really?" This caused Gwen to blush before face palming.

"I swim." Coulson simply replied, not wanting to continue the conversation.

"Leave the man's underwear alone, Pete," Ava said. "Or he'll get "short" with you."

This caused Gwen to giggle while Peter to chuckle. Danny had a look of amusement on his face. Coulson frowned before making his exit. The four teens smiled before looking at one another.

"So, anyone up for some smoothies?" Gwen spoke up. "I'm buying."

"I'm down with that," Peter replied.

"I could use a green smoothie right now," Ava said.

"I too would like to enjoy the sweetness that is the frozen confection." Danny spoke up.

"Great!" Gwen said pulling out her phone. "I'll call Luke and Sam and we'll meet up at Mr. Smoothies."

With that said, the group made their way towards the local smoothie joint. They needed something to cool themselves off from the work out they had today. And who say's fighting crime doesn't help you work out?

* * *

 **That's the end of that chapter folks! Remember to keep an eye out for any grammatical errors and no flames. Till next time, true believers!  
**

 **Next Chapter: Kraken**


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